Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding twelve (12) months (or for such shorter period that the registrant was required to file such report(s)), and (2) has been subject to the filing requirements for the past ninety
(90) days. Yes ý No o

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ý

Indicate
by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the
Act). Yes o No ý

The
aggregate market value of the 21,836,334 shares of voting and non-voting common equity held by non-affiliates of the registrant based on the closing price on
June 30, 2002 was $73.2 million.

As
of March 24, 2003, 27,642,085 shares of common stock, $.001 par value, of the registrant were issued and outstanding.

PART I

Statements in this Form 10-K that are not descriptions of historical facts are forward-looking statements that are subject to risks and
uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors, including those set forth under "Risk Factors" including, but not limited to, the
results of research and development efforts, the results of pre-clinical and clinical testing, the effect of regulation by the United States Food and Drug Administration (FDA) and other
agencies, the impact of competitive products, product development, commercialization and technological difficulties, the results of financing efforts, the effect of our accounting policies, and other
risks detailed in our Securities and Exchange Commission filings.

Spheramine®,
Pivanex®, Probuphine, CeaVac®, TriAb®, TriGem and CCM are trademarks of Titan
Pharmaceuticals, Inc. This Form 10-K also includes trade names and trademarks of companies other than Titan Pharmaceuticals, Inc.

Item 1. Business

(a) General Development of Business

Titan Pharmaceuticals, Inc. is a biopharmaceutical company developing proprietary therapeutics for the treatment of central nervous system (CNS) disorders,
cancer, and other serious and life threatening diseases. Our product development programs focus on large pharmaceutical markets with significant unmet medical needs and commercial potential. We
currently have eight products under development, with our internal resources focused primarily on clinical development of the following products:



Spheramine:
for the treatment of late stage Parkinson's disease.



Pivanex:
for the treatment of non-small cell lung cancer.



Gallium
maltolate: for the treatment of several cancers and bone related disease associated with cancer.



Probuphine:
for the treatment of opiate addiction.

We
are directly developing our product candidates and also utilizing strategic partnerships, including a collaboration with Schering AG (Schering), as well as collaborations with
Novartis Pharma AG (Novartis), and with several government-sponsored clinical cooperative groups. These collaborations help fund product development and enable us to retain significant economic
interest in our products.

Following
the announcement of clinical study results last year, discussed in detail later, we are continuing to evaluate opportunities for the continued development of iloperidone for
the treatment of schizophrenia, and the monoclonal antibodiesCeaVac, TriAb, and TriGemfor the treatment of various cancers. These programs are focused on externally funded
collaborations for further support and development. In addition, Spheramine development is primarily funded by our corporate partner for Spheramine, Schering AG.

Titan
was incorporated in Delaware in February 1992 and has been funded through various sources, including an initial public offering in January 1996 and private placements
of securities, as well as proceeds from warrant and option exercises, corporate licensing and collaborative agreements, and government-sponsored research grants.

Some
of our product development work is conducted through our two consolidated subsidiaries: Ingenex, Inc., and ProNeura, Inc. References to us and our products throughout
this document include the products under development by the two subsidiaries.

(b) Financial Information About Industry Segments

We operate in only one business segment, the development of pharmaceutical products.

1

(c) Narrative Description Of Business

Product Development Programs

The following table provides summary status of our products in development:

The following four programs comprise Titan's primary internal development focus:

SpheramineParkinson's Disease

We are engaged in the development of cell-based therapeutics for the treatment of neurologic diseases. Our first product under development utilizing a
proprietary cell-coated microcarrier (CCM) technology is Spheramine for the treatment of Parkinson's disease. Our proprietary technology enables the development of cell-based
therapies for minimally-invasive, site-specific delivery to the central nervous system of therapeutic factors precisely where they are needed in order to treat the neurologic disease.

Spheramine
consists of microcarriers coated with L-dopa-producing human retinal pigment epithelial cells that directly enhance brain levels of dopamine, a
neurotransmitter deficient in certain brain regions in Parkinson's disease, leading to movement disorders. Preclinical studies have demonstrated the preliminary efficacy and safety of Spheramine,
including blinded studies in a primate model of Parkinson's disease. Positron emission tomography (PET) imaging studies have confirmed the presence of increased dopamine signals in regions treated
with Spheramine. A pilot clinical study of Spheramine performed by Titan in six patients with late-stage Parkinson's disease demonstrated substantial improvement (average 48%) in motor
function in all six patients at one year post treatment with no significant adverse events. These results were reported at the American Academy of Neurology (AAN) annual meeting in 2002. Data from
this study at two years post treatment continues to look very promising and will be presented at the AAN meeting in April 2003. In December 2002, we announced the initiation of a
multicenter, randomized, blinded, controlled study of Spheramine in Parkinson's disease. The newly launched Phase IIb clinical study will enroll 68 patients with later-stage Parkinson's disease (Hoehn
and Yahr Stages III and IV) to further evaluate the efficacy, safety, and

2

tolerability of Spheramine. Schering AG, Germany, Titan's corporate partner for worldwide development and commercialization of Spheramine, is fully funding the clinical development program for
Spheramine. Under this agreement, Schering received exclusive, worldwide development, manufacturing and commercialization rights, and, in addition to the clinical and manufacturing development funding
and milestone payments, Schering will pay us a royalty on future product sales. In February 2002, Titan announced the receipt of a $2 million milestone payment from Schering following
the successful completion of Titan's Phase I/II clinical study of Spheramine, and the decision by Schering to initiate larger, randomized clinical testing of Spheramine for the treatment of
late-stage Parkinson's disease.

Pivanex

Pivanex is a novel small molecule that acts by inhibiting key enzymes called histone deacetylases, which are responsible for changing the expression of
cancer-related genes. By altering gene expression, Pivanex slows cancer cell growth and causes destruction of cancer cells. Unlike traditional chemotherapeutic drugs which often kill both cancer cells
and normal cells, thereby causing systemic side effects such as anemia, nausea, vomiting and risk of infection, Pivanex's novel approach substantially spares normal cells while slowing the growth of
cancer cells and causing cancer cells to undergo programmed cell death or apoptosis. In May 2002, we presented data at the American Society of Clinical Oncology Annual Meeting showing that
Pivanex demonstrated clinical benefit and showed promise for treatment of refractory non-small cell lung cancer (NSCLC) in a recently completed Phase II study. In this multi-center,
open-label study, 47 patients with advanced NSCLC who had failed prior chemotherapy were treated with Pivanex. Results showed disease stabilization of 12 weeks or more in 30 percent
of all patients and responses in 4.3 percent. In 29 patients whose cancer had progressed after one or two prior chemotherapy regimens, one-year survival was 47 percent and
median survival was 11.1 months. This compares well to historical data with the approved agent in this setting, docetaxel, in similar patient groups, where one-year survival was
37 percent and median survival was 7.5 months. In addition, patients treated with Pivanex in this preliminary Phase II study showed decreased pleural effusions, weight gain, decreased
cough and resolution of hemoptysis. Pivanex was very well tolerated, without severe side effects such as nausea, vomiting and decreased blood cells seen with many current cancer treatments.

In
January 2003, we initiated a dose escalation study to assess the safety of Pivanex combined with docetaxel as a second line treatment of NSCLC, the objective of which is to
establish a safe and effective dose to be used in a subsequent Phase IIb trial that will randomize 225 patients with advanced, refractory NSCLC to Pivanex plus docetaxel versus docetaxel alone. This
study is expected to commence in mid 2003 with initial results available by the end of 2004.

Gallium Maltolate

Gallium maltolate is an orally administered form of gallium, a semi-metallic element. Intravenously administered gallium has demonstrated preliminary
evidence in independent studies of clinical activity
in several cancers, including multiple myeloma, lymphoma, bladder cancer and prostate cancer. Intravenous gallium, as gallium nitrate, received FDA approval in 1991 for hypercalcemia of malignancy.
Evidence suggests that gallium may combine the desirable properties of naturally concentrating at sites of malignancy and then acting at these sites to inhibit abnormal cell proliferation. Gallium
maltolate has two distinct potential actions: directly targeting and killing cancer cells, and protecting bone from the effects of tumor metastasis. A key enzyme essential for DNA replication in
cancer cells is ribonucleotide reductase, which is active when bound to ferric iron. Gallium concentrates in tumor tissues and by substituting for ferric iron inhibits the activity of ribonucleotide
reductase. This action inhibits DNA synthesis and cancer cell growth.

Gallium
maltolate has already been shown to safely provide sustained blood levels of gallium for the potential treatment of cancer and other diseases. Titan is currently evaluating
gallium maltolate in

3

Phase I/II clinical studies in multiple myeloma, metastatic prostate cancer, metastatic bladder cancer and refractory lymphoma. A Phase II study in bone disease related to metastatic cancer is
planned to be initiated in the second half of 2003.

Probuphine

We are developing a sustained drug delivery technology with applications in the treatment of a number of neurologic disorders in which conventional treatment is
limited by variability in blood drug levels and poor patient compliance. The technology consists of a polymeric drug delivery system that potentially can provide controlled drug release over extended
periods (i.e., from three months to one year).

Our
first product based upon this delivery system is Probuphine, which is expected to provide therapeutic levels of buprenorphine for the treatment of opiate addiction. Buprenorphine has
demonstrated effectiveness in clinical studies as an oral therapy in the treatment of opiate addiction and was recently approved for marketing in the U.S. In June 2002, we presented data at the
International Conference on Pain and Chemical Dependency in New York demonstrating that Probuphine continuously delivered buprenorphine for eight months in preclinical studies. Based on these results,
Titan plans to initiate clinical testing of Probuphine in the first half of 2003 in patients currently receiving oral buprenorphine therapy for opiate addiction. The product is implanted
subcutaneously to provide systemic delivery as body fluids wash over the implant and the drug is released. This results in a more constant rate of release similar to intravenous administration. We
believe that such long-term, linear release characteristics are highly desirable by avoiding peak and trough level dosing that poses problems for many CNS and other therapeutic agents.

The
status of additional programs is as follows:

IloperidoneSchizophrenia and Related Psychotic Disorders

Iloperidone has been evaluated in an extensive Phase III program comprising over 3,500 patients at more than 200 sites in 24 countries, administered and funded by
Novartis. In three completed efficacy studies, iloperidone statistically significantly reduced the symptoms of schizophrenia compared to placebo. Iloperidone has also been investigated in three
12-month safety studies, which confirm safety and tolerability. Additionally, Novartis has completed a study in elderly patients with good results. Although iloperidone was considered safe
in the above efficacy studies, it has shown a dose dependent increase in the QTc interval.

The
results of a study evaluating the potential effect of iloperidone on the EKG profile (QTc interval prolongation) of patients receiving the drug were announced in July 2002.
The study indicated that there was a dose dependent increase in QTc interval and results for iloperidone were roughly comparable to that for ziprasidone, one of the currently marketed agents in the
study. The FDA has concurred with this assessment and has indicated that one additional successful pivotal Phase III study is necessary to complete the efficacy data package prior to NDA submission.
The QTc profile may potentially limit the opportunity of iloperidone as first line therapy for schizophrenia. Novartis is currently evaluating the next steps for the iloperidone program, which may
include sublicensing the compound to another company, continuing iloperidone development, or returning the rights to Titan.

Immunotherapeutics

Titan's monoclonal antibody therapeutics under development mimic specific antigens that are primarily present on the targeted cancer cell and are not commonly
found on normal tissue. From a structural perspective, the antibody bears an epitope that is conformationally similar to the cancer antigen. When injected into a patient, the antibody serves as a
trigger for the normal immune system's response to produce anti-cancer antibodies to attack cancer cells.

4

These
products have each demonstrated a robust immune response in humans against antigens associated with colon cancer, breast cancer, ovarian cancer, small cell lung cancer, melanoma
and other cancers. The products and programs are summarized below:



CeaVacThe target epitope mimicked by the novel monoclonal antibody CeaVac, carcinoembryonic
antigen (CEA), is present in the largest group of cancers, adenocarcinomas. When injected in humans, CeaVac can generate an immune response against CEA. In December 2002, we announced results
of a
Phase III randomized, placebo-controlled study of CeaVac in patients with metastatic colorectal cancer receiving chemotherapy with 5-fluorouracil (5-FU) and leucovorin.
Preliminary analysis from the study demonstrated a trend toward overall survival improvement of approximately 2 to 3 months in patients receiving more than 5 doses of CeaVac versus placebo
(modified intent-to-treat population) but failed to demonstrate a statistically significant improvement in the primary endpoint of survival in the overall efficacy evaluable
population or intent-to-treat population. We are further evaluating the study results and may continue product development, if warranted, through externally supported
collaborations.



TriAbTriAb is a novel monoclonal antibody that mimics an epitope on the Human Milk Fat Globule
(HMFG) and when injected in humans, can generate an immune response against HMFG, a tumor antigen expressed in several cancers, such as breast, ovarian, colon, pancreatic and non-small
cell lung cancer.



TriGemTriGem is a novel monoclonal antibody that has demonstrated the ability to generate an
immune response against the GD2 ganglioside tumor antigen which is expressed on melanoma, small cell lung cancer, neuroblastoma and sarcoma.

The
cancer target antigens mimicked by CeaVac, TriAb and TriGem are prevalent in more than 50% of solid tumors, and in the case of several cancers more than one of these antigens is
present. We are taking advantage of this opportunity by using more than one monoclonal antibody in the treatment of certain cancers. We have three clinical trials in progress that utilize combinations
of CeaVac, TriAb and TriGem and are funded by the National Cancer Institute (NCI), specifically:



A
Phase II study conducted by the Radiation Therapy Oncology Group utilizing a combination of CeaVac and TriAb in patients with limited stage
non-small cell lung cancer,



A
Phase II study conducted by the Cancer and Leukemia Group B utilizing a combination of CeaVac and TriAb in patients with resected Dukes D colorectal
cancer, and



A
Phase II study conducted by the Southwest Oncology Group utilizing a combination of TriAb and TriGem in patients with small cell lung cancer.

We
have established several collaborations with government-sponsored clinical cooperative groups to help fund and develop our cancer immunotherapy products. At the present time, further
clinical development of these products will be pursued through external support from third parties such as the NCI.

RB94 Therapy

RB94 is a truncated variant of the Retinoblastoma (RB) gene, which encodes a tumor suppressor protein that has a critical role in regulating cell proliferation.
The RB pathway is inactivated in the vast majority of cancers, and we believe that the RB94 gene product is significantly more effective at suppressing tumor cell growth and promoting tumor cell death
than the full-length RB gene product.

In
June 2002, we presented data at the annual meeting of the American Society of Gene Therapy (ASGT) in Boston demonstrating that RB94 gene therapy has potent
anti-tumor effects in a preclinical study of human pancreatic cancer. In addition, data was also presented in which RB94 was shown to synergize with the chemotherapeutic agent cisplatin in
the treatment of head and neck cancer, as

5

reported in a separate preclinical study. In August 2002, we published a study on the treatment of head and neck cancer with RB94 in the journal Cancer
Research. In December 2002, we presented data on the down-regulation of telomerase activity and the shortening of telomeres by combined RB94 and cisplatin
therapy in human head and neck squamous cell carcinoma at the American Association of Cancer Research special meeting on The Role of Telomeres and Telomerase in Cancer.

We
are currently reviewing a product development path for this product, especially in light of regulatory concerns with respect to the safety of gene therapy, and we expect further
development will be funded through external collaborations and grants.

Sponsored Research and License Agreements

We are a party to several agreements with research institutions, companies, universities and other entities for the performance of research and development
activities and for the acquisition of licenses relating to such activities.

Spheramine and Other Cell Therapy Products

In November 1992, we acquired an exclusive, worldwide license under certain U.S. and foreign patent applications relating to the CCM technology pursuant to
a research and license agreement with New York University (NYU). The NYU agreement provides for the payment of royalties based on future net sales of products and processes incorporating the licensed
technology, as well as a percentage of any income we receive from any sublicense thereof. We are also obligated to reimburse NYU for all costs and expenses incurred by NYU in filing, prosecuting and
maintaining the licensed patents and
patent applications. We must satisfy certain other terms and conditions of the NYU agreement in order to retain our license rights. These include, but are not limited to, the use of best efforts to
bring licensed products to market as soon as commercially practicable and to diligently commercialize such products thereafter. In January 2000, we entered into a sublicense agreement with
Schering granting Schering exclusive worldwide commercialization rights to Spheramine. Under the agreement, Schering and Titan will collaborate on manufacturing and clinical development of cell
therapy for the treatment of Parkinson's disease. We will receive funding for development activities, as well as potential reimbursement of certain prior research and development expenses. Schering
will fully fund, and manage in collaboration with us, all future pilot and pivotal clinical studies, and manufacturing and development activities. Schering will pay us a royalty on net sales of
Spheramine. Schering may terminate this sublicense for any reason by providing us 90 days notice in advance.

Pivanex

We have acquired, from Bar-Ilan Research and Development Co. Ltd., in Israel, an exclusive, worldwide license to an issued United States patent
and certain foreign patents, and patent applications covering novel analogues of butyric acid owned by Bar-Ilan University and Kupat Hulim Health Insurance Institution. The
Bar-Ilan agreement provides for the payment by us to Bar-Ilan of royalties based on net sales of products and processes incorporating the licensed technology, subject to
minimum annual amounts commencing in 1995, as well as a percentage of any income derived from any sublicense of the licensed technology. We must also pay all costs and expenses incurred in patent
prosecution and maintenance and use reasonable best efforts to bring any products developed under the Bar-Ilan agreement to market. Our minimum annual royalty payment to
Bar-Ilan is $60,000.

Gallium Complexes

In August 2000, through the acquisition of GeoMed, Inc., we acquired an exclusive worldwide license to make, use and sell products developed under
the patent rights to the compositions and application of gallium complexes. Under this license agreement, we are required to make an annual license payment to Dr. Lawrence Bernstein, technology
inventor, of $50,000, as well as royalty

6

payments based on future net sales of products and processes incorporating the licensed technology. We must also pay all costs and expenses incurred in patent prosecution and maintenance.

Long-term Drug Delivery System

In October 1995, we acquired from the Massachusetts Institute of Technology (MIT) an exclusive worldwide license to certain U.S. and foreign patents
relating to the long-term drug delivery system. The exclusive nature of the MIT license is subject to certain conditions regarding timely performance of product development activities. We
must also satisfy certain other usual terms and conditions set forth in the MIT license in order to retain our license rights, including payments of royalties based on sale of products and processes
incorporating the licensed technology, as well as a percentage of income derived from sublicenses of the licensed technology.

Iloperidone

In January 1997, we acquired an exclusive worldwide license under U.S. and foreign patents and patent applications relating to the use of iloperidone for
the treatment of psychiatric and psychotic disorders and analgesia from Aventis SA (formerly Hoechst Marion Roussel, Inc.). The Aventis agreement provides for the payment of royalties on future
net sales and requires us to satisfy certain other terms and conditions in order to retain our rights, all of which have been met to date. In November 1997, we granted a worldwide sublicense,
except Japan, to Novartis under which Novartis will continue, at its expense, all further development of iloperidone. In April 2001, that sublicense was extended to include Japan. Novartis will
make our milestone payments to Aventis during the life of the Novartis agreement, and will also pay to Aventis and Titan a royalty on future net sales of the product. The results of a QTc study
evaluating the EKG profile of patients taking iloperidone announced in July 2002 found that iloperidone has a similar profile to ziprasidone (Geodon), an approved product. These results have
significantly delayed the regulatory filings for this product. Under the provisions of this sublicense agreement, Novartis has the obligation to determine, within a reasonable period of time, the next
steps for the iloperidone program, which may include sublicensing the compound to another company or returning the rights to Titan.

Immunotherapeutics

In May 1996, we acquired an exclusive, worldwide license under certain United States and foreign patent and patent applications pursuant to a license
agreement with the University of Kentucky Research Foundation. These patent and patent applications relate to the anti-idiotypic antibodies known as 3H1, 1A7 and 11D10 and their fragments,
derivatives or analogues. The Kentucky agreement required us to fund research at the University of Kentucky at amounts agreed to on an annual basis for the five-year period ending
November 14, 2001. The Kentucky agreement provides for the payment of certain license fees as well as royalties based on future net sales of licensed products by Titan or any sublicensees. We
must also pay all costs and expenses incurred in obtaining and maintaining patents, and diligently pursue a vigorous development program for the products in order to maintain our license rights under
the Kentucky agreement.

In
November 1998, we entered into an agreement with the Wistar Institute of Anatomy and Biology, a not-for-profit organization in Philadelphia,
Pennsylvania, for a non-exclusive license under certain patents for the use of anti-idiotypic antibodies for the treatment of tumors. The Wistar agreement provides for the
payment of certain license fees as well as royalties based on future net sales of licensed products. Our minimum annual royalty payment to Wistar is $30,000.

Gene Therapy ProductRB94

In October 1992, we acquired an exclusive, worldwide license under United States and foreign patent applications assigned to Baylor College of Medicine
relating to the RB gene and its truncated variant, RB94, including the use of the gene in conferring senescence to tumors. The Baylor license

7

provides for royalties based on net sales of products and processes incorporating the licensed technology, subject to a minimum annual license payment of $36,000 and a percentage of sublicensing
income arising from the license of such products and processes. Some of the additional conditions under the Baylor license require us to use reasonable best efforts to bring any products developed
under the Baylor license to market, make timely payment of royalty fees, and pay all costs and expenses incurred in patent filing, prosecution and maintenance.

Patents and Proprietary Rights

We have obtained rights to certain patents and patent applications relating to our proposed products and may, in the future, seek rights from third parties to
additional patents and patent applications. We also rely on trade secrets and proprietary know-how, which we seek to protect, in part, by confidentiality agreements with employees,
consultants, advisors, and others. For risks we face with respect to patents and proprietary rights, see "Risk FactorsWe may be unable to protect our patents and proprietary rights."

Spheramine and Other Cell Therapy Products

We are the exclusive licensee under a license agreement with NYU of certain U.S. and foreign patent applications relating to our CCM technology. The U.S. Patent
and Trademark Office has issued four U.S. patents on the core subject material underlying the NYU license and an additional one relating to uses in delivery of gene therapy to the central nervous
system. Patents have issued that cover certain aspects of our Spheramine product and its use, including four U.S. patents that will expire in 2010, 2014, 2015, and 2017, and one foreign patent that
will expire in 2011. Patents have issued relating to
aspects of our gene transfer technology, including one U.S. patent that will expire in 2016, and three foreign patents, two of which will expire in 2017 and one of which will expire in 2019. These
dates do not include possible term extensions. Prosecution of various divisional and continuation applications and their foreign counterparts continues satisfactorily, although it is uncertain whether
additional patents will be granted.

Pivanex

We are the exclusive licensee under the Bar-Ilan agreement of an issued U.S. patent, expiring in 2010 unless extended, patents in major European
countries and Japan expiring in 2008 unless extended, a Canadian patent expiring in 2011, a Hong Kong patent expiring in 2008, and an Israeli patent expiring in 2007, all relating to Pivanex and/or
formulations and uses of Pivanex. We also have a U.S. patent application pending on certain aspects of Pivanex.

Gallium Complexes

We are the exclusive licensee under the license agreement with Dr. Lawrence Bernstein of certain U.S. and foreign patents and patent applications relating
to the gallium complexes. Nine U.S. patents and several foreign patents have issued that cover pharmaceutical compositions and methods of use for gallium complexes. Prosecution of other U.S. and
foreign patent applications relating to this technology continues satisfactorily, although it is uncertain whether additional patents will be granted. Unless any terms are extended, patents in this
family will begin to expire in 2009.

Long-term Drug Delivery System

We are the exclusive licensee under the MIT license to three U.S. patents, expiring in 2007, 2009 and 2014, and certain European patents relating to a
long-term drug delivery system, expiring in 2008 and 2010.

8

Iloperidone

We hold a license from Aventis under one issued U.S. patent and certain foreign patents relating to iloperidone and its methods of use. Our license is exclusive
for use in the treatment of psychiatric disorders, psychotic disorders and analgesia. Unless its term is extended, the U.S. patent that covers certain aspects of our iloperidone product and its use
will expire in 2011. Prosecution of various divisional and continuation applications and their foreign counterparts continues satisfactorily, although it is uncertain whether additional patents will
be granted.

Immunotherapeutics

We are the exclusive licensee under a license agreement with the University of Kentucky Research Foundation of certain U.S. and foreign patents and patent
applications related to the anti-idiotype antibodies known as 3H1, 1A7 and 11D10 and their fragments, derivatives or analogues. U.S. and foreign patents have been issued that relate to
aspects of these technologies. Prosecution of patent applications relating to these technologies continues satisfactorily, as does prosecution of various divisional and continuation applications and
their foreign counterparts for all the antibodies, although it is uncertain whether additional patents will be granted. Patents that cover certain aspects of CeaVac (antibody 3H1) include two U.S.
patents that will expire in 2014 and 2017, and three foreign patents, two of which will expire in 2015 and one of which will expire in 2017. Patents that cover certain aspects of TriGem (antibody 1A7)
include five U.S. patents, four of which will expire in 2015 and one of which will expire in 2018, and one foreign patent which will expire in 2016. Patents that cover certain aspects of TriAb
(antibody 11D10) include one U.S. patent which will expire in 2018 and one foreign patent which will expire in 2016. These dates do not include possible term extensions.

Gene Therapy ProductRB94

We are the exclusive licensee under the Baylor license of U.S. and foreign patents and patent applications, two of which are U.S. patents expiring in 2013 and
2016 relating to p94Rb. In particular, the issued claims relate to nucleotide sequences encoding p94Rb, to vectors comprising such nucleotide sequences, to cells comprising such vectors, and to the
use of such nucleotide sequences and vectors in suppressing the proliferation of tumor cells. We are aware of the existence of a certain European patent publication made available to the public prior
to the filing date of the applications from which the two U.S. patents matured. One seeking to challenge the validity of certain claims of the above-mentioned patents could argue that this publication
discloses a nucleotide sequence comprising a nucleotide sequence encoding p94Rb. Although the U.S. patents are entitled to a presumption of validity, it cannot be certain that the challenged claims
will not be found to be invalid in view of the disclosure of this publication.

Competition

The pharmaceutical and biotechnology industries are characterized by rapidly evolving technology and intense competition. Many companies of all sizes, including
major pharmaceutical companies and specialized biotechnology companies, are engaged in the development and commercialization of therapeutic agents designed for the treatment of the same diseases and
disorders that we target. Many of our competitors have substantially greater financial and other resources, larger research and development staffs and more experience in the regulatory approval
process. Moreover, potential competitors have or may have patents or other rights that conflict with patents covering our technologies.

Spheramine

With regard to Spheramine, we are aware of several new treatments for Parkinson's disease that are in pre-clinical and clinical development.
Amgen Inc. is pursuing clinical trials in Parkinson's patients with glial derived neurotrophic factor (GDNF) and is collaborating with Medtronic, Inc. in its

9

delivery to the central nervous system. In addition, several well-funded public and private companies, including StemCells, Inc., are actively pursuing alternative cell transplant
technologies. Deep brain stimulation, also known as subthalmic stimulation is also a competing therapy for Parkinson's disease. The FDA has approved a stimulator device (Activa) manufactured by
Medtronic, Inc., which is marketed in the U.S. We believe Spheramine may have potential competitive advantages to this therapy.

Pivanex

We are aware of several other companies developing anticancer drugs that destroy cancer cells by the same mechanism as Pivanex. Companies that are known to have
histone deacetylase inhibitors in preclinical or clinical development include Pfizer, Schering AG, Novartis, Fujisawa, Aton Pharma and MethylGene. None of these companies have products that are
marketed. There is considerable scientific interest in histone deacetylase inhibitors as a category of cancer drugs and it is expected that competition in this segment will increase.

Gallium Complexes

We are aware that intravenously administered gallium nitrate is approved to treat hypercalcemia related to malignancy and may have potential for treatment of
certain cancers. Genta is marketing this product under the brand name Ganite. Other intravenous products including the bisphosphonates are available or are in development in the U.S. or
Europe to treat osteoporosis, Paget's disease, primary hyperparathyroidism, hypercalcemia of malignancy and metastatic bone disease. Our product, gallium maltolate, is an orally administered drug and
may have potential advantages in the treatment of cancer as well as bone-related diseases. Genta is also developing oral gallium compounds to treat bone-losing conditions.

In
addition to the foregoing, colleges, universities, governmental agencies and other public and private research organizations are likely to continue to conduct research and are
becoming more active in seeking patent protection and licensing arrangements to collect royalties for use of technology that they have developed, some of which may directly compete with the
technologies being developed by us.

Long-term Drug Delivery System

With regard to our long-term drug delivery system, we are aware of an implantable therapeutic system being developed by ALZA Corporation. Companies
such as Medtronic, Inc. are developing implantable pumps that could be used to infuse drugs into the central nervous system. Additionally, Reckitt & Benckaiser, Inc. received FDA
approval in 2002 for sublingual buprenorphine product (combined with naloxone) for the treatment of opiate dependence. This product, to be administered daily, might compete with our
six-month implantable product for drug abuse.

Iloperidone

With respect to iloperidone, several products categorized as atypical antipsychotics are already on the market. These products include Risperdal sold by Janssen
Pharmaceuticals, Zyprexa sold by Eli Lilly, Clozaril sold by Novartis, Seroquel sold by AstraZeneca, Geodon sold by Pfizer, and Abilify sold by Bristol-Myers Squibb. Competition among these companies
is already intense and iloperidone will face significant competition. The success of iloperidone will depend on how it can be differentiated from products already on the market on the basis of
efficacy, side-effect profile, cost, availability of formulations and dose requirements, among other things.

Immunotherapeutics

With regard to our immunotherapeutic products, we are aware of several companies involved in the development of cancer therapeutics that target the same cancers
as our products. Such companies

With regard to our RB94 product, we are aware of several development stage and established enterprises that are exploring the field of human gene and/or protein
delivery or are actively engaged in research and development in this area, including Introgen Therapeutics, Inc., Targeted Genetics Corp. and Cell Genesys, Inc. We are aware of other
commercial entities that have produced gene and/or protein products used in human trials. It is expected that competition in this field will intensify.

See
"Risk FactorsWe face intense competition."

Manufacturing

We utilize contract manufacturing organizations to manufacture our products for pre-clinical studies and clinical trials. While we have not introduced
any products on the commercial market to date, at such time as we are ready to do so we will need to allocate additional resources to the manufacture of the products for commercial marketing. We do
not have the facilities to manufacture these products in-house nor do we intend to establish our own manufacturing operation at this time. We currently plan to pursue collaborative
arrangements regarding the manufacture of any products that we may successfully develop.

Government Regulation

In order to obtain FDA approval of a new drug, a company generally must submit proof of purity, potency, safety and efficacy, among other regulatory standards. In
most cases, such proof entails extensive clinical and pre-clinical laboratory tests.

The
procedure for obtaining FDA approval to market a new drug involves several steps. Initially, the manufacturer must conduct pre-clinical animal testing to demonstrate that
the product does not pose an unreasonable risk to human subjects in clinical studies. Upon completion of such animal testing, an Investigational New Drug application, or IND, must be filed with the
FDA before clinical studies may begin. An IND application consists of, among other things, information about the proposed clinical trials. Among the conditions for clinical studies and IND approval is
the requirement that the prospective manufacturer's quality control and manufacturing procedures conform to current Good Manufacturing Practices (cGMP), which must be followed at all times. Once the
IND is approved (or if FDA does not respond within 30 days), the clinical trials may begin.

Human
clinical trials on drugs are typically conducted in three sequential phases, although the phases may overlap. Phase I trials typically consist of testing the product in a small
number of healthy volunteers or patients, primarily for safety in one or more doses. During Phase II, in addition to safety, dose selection and efficacy of the product is evaluated in up to several
hundred patients and sometimes more. Phase III trials typically involve additional testing for safety and confirmation of efficacy in an expanded patient population at multiple test sites. The FDA may
order the temporary or permanent discontinuation of a clinical trial at any time. In August 2001, we became aware of an error in product shipment to a physician sponsored open label clinical
trial and voluntarily suspended product shipment to certain open label clinical trials with cancer immunotherapeutic products. We also notified the FDA and, in September 2001, Titan was issued
a Form FDA 483 on observations resulting from a FDA inspection pertaining to shipping procedure deficiencies. We have implemented additional procedures that address all issues identified and the FDA
has accepted our response to the clinical hold on certain open label studies, allowing us to commence shipment of product and treatment of patients in continuing open label trials.

The
results of the pre-clinical and clinical testing on new drugs, if successful, are submitted to the FDA in the form of a New Drug Application, or NDA. The NDA approval
process requires substantial

11

time and effort and there can be no assurance that any approval will be granted on a timely basis, if at all. The FDA may refuse to approve an NDA if applicable regulatory requirements are not
satisfied. Product approvals, if granted, may be withdrawn if compliance with regulatory standards is not maintained or problems occur following initial marketing.

The
FDA may also require post-marketing testing and surveillance of approved products, or place other conditions on their approvals. These requirements could cause it to be
more difficult or expensive to sell the products, and could therefore restrict the commercial applications of such products. Product approvals may be withdrawn if compliance with regulatory standards
is not maintained or if problems occur following initial marketing. With respect to patented products or technologies, delays imposed by the governmental approval process may materially reduce the
period during which we will have the exclusive right to exploit such technologies.

In
addition, our gene therapy product candidate is subject to guidelines established by the National Institutes of Health (NIH), covering deliberate transfers of recombinant DNA into
human subjects conducted within NIH laboratories or with NIH funds, which provides that such products must be approved by the NIH Director. The NIH has established the Recombinant DNA Advisory
Committee which sets forth guidelines concerning approval of NIH-supported research involving the use of recombinant DNA. Although the jurisdiction of the NIH applies only when
NIH-funded research or facilities are involved in any aspect of the protocol, the Advisory Committee encourages all gene transfer protocols to be submitted for its review. We intend to
comply with the Advisory Committee and NIH guidelines.

We
believe we are in compliance with all material applicable regulatory requirements. However, see "Risk FactorsWe must comply with extensive government regulations" for
additional risks we face regarding regulatory requirements and compliance.

Foreign Regulatory Issues

Sales of pharmaceutical products outside the United States are subject to foreign regulatory requirements that vary widely from country to country. Whether or not
FDA approval has been obtained, approval of a product by a comparable regulatory authority of a foreign country must generally be obtained prior to the commencement of marketing in that country.
Although the time required to obtain such approval may be longer or shorter than that required for FDA approval, the requirements for FDA approval are among the most detailed in the world and FDA
approval generally takes longer than foreign regulatory approvals.

Employees

We currently have 72 full-time employees. None of our employees are represented by a labor union. We have not experienced any work stoppages and
consider our relations with our employees to be good. See "Risk FactorsWe may not be able to retain our key management and scientific personnel."

12

Risk Factors

Our business is subject to numerous risks.

We have a history of operating losses and may never be profitable. From our inception through December 31, 2002, we
had an accumulated deficit of approximately $129.9 million. We will continue to incur losses for the foreseeable future as a result of the various costs associated with our research,
development, financial, administrative, regulatory, and management activities. We may never achieve or sustain profitability.

Our products are at various stages of development and may not be successfully developed or commercialized. We do not
currently have any products being sold on the commercial market. Our proposed products are at various stages of development, but all will require significant further capital expenditures, development,
testing, and regulatory clearances prior to commercialization. We are subject to the risk that some or all of our proposed products:



will
be found to be ineffective or unsafe;



will
not receive necessary regulatory clearances;



will
be unable to get to market in a timely manner;



will
not be capable of being produced in commercial quantities at reasonable costs;



will
not be successfully marketed; or



will
not be widely accepted by the physician community.

We
may experience unanticipated problems relating to product development, testing, regulatory compliance, manufacturing, marketing and competition, and our costs and expenses could
exceed current estimates. We cannot predict whether we will successfully develop and commercialize any products. Of our product candidates, iloperidone is furthest in development. The results of a
study evaluating the EKG profile of patients taking iloperidone found that iloperidone appeared to prolong the cardiac QTc interval, potentially a cause for concern. While iloperidone was shown to
have a similar QTc profile to ziprasidone (Geodon), an already approved product, these results have significantly delayed the regulatory filings for this product. Novartis is currently evaluating the
next steps for the iloperidone program, which may include sublicensing the compound to another company or returning the rights to Titan. We cannot predict when, if ever, the development program for
iloperidone will advance. Furthermore, we recently announced study results with respect to a CeaVac trial that have a negative impact on the near-term commercial opportunity for this
product and, accordingly, have determined to curtail our internal activities in this area.

Our
Spheramine product is based upon new technology which may be risky and fail to show efficacy. We are not aware of any other cell therapy products for CNS disorders that have been
approved by the FDA or any similar foreign government entity and cannot assure you that we will be able to obtain the required regulatory approvals for any products based upon such technology.

We must comply with extensive government regulations. Our research, development, pre-clinical and clinical trial
activities and the manufacture and marketing of any products that we may successfully develop are subject to an extensive regulatory approval process by the FDA and other regulatory agencies in the
U.S. and other countries. The process of obtaining required regulatory approvals for drugs, including conducting pre-clinical and clinical testing to determine safety and efficacy, is
lengthy, expensive and uncertain. Even after such time and expenditures, we may not obtain necessary regulatory approvals for clinical testing or for the manufacturing or marketing of any products. We
have limited experience in obtaining FDA approval. Regulatory approval may entail limitations on the indicated usage of a drug, which may reduce the drug's market potential. Even if regulatory
clearance is obtained, post-market evaluation of the products, if required, could result in restrictions on a product's marketing or withdrawal of the product from the market as well as
possible civil and criminal

13

sanctions. We depend on third-party laboratories and medical institutions to conduct pre-clinical studies and clinical trials for our products and other third-party organizations to
perform data collection and analysis, all of which must maintain both good laboratory and good clinical practices. We will also depend upon third party manufacturers for the production of any products
we may successfully develop to comply with current Good Manufacturing Practices, which are similarly outside our direct control.

Our
regulatory submissions may be delayed or we may cancel plans to make submissions for proposed products for a number of reasons, including:



unanticipated
pre-clinical testing or clinical trial reports;



changes
in regulations or the adoption of new regulations;



unanticipated
enforcement of existing regulations;



unexpected
technological developments; and



developments
by our competitors.

Consequently,
we cannot assure you that we will make our submissions promptly, or at all, or that our submissions will meet the approval from the FDA. If our corporate partners and we
are unable to obtain regulatory approval for our products, our business will be seriously harmed.

In
addition, we and our collaborative partners may be subject to regulation under state and federal laws, including requirements regarding occupational safety, laboratory practices,
environmental protection and hazardous substance control, and may be subject to other local, state, federal and foreign regulation. We cannot predict the impact of such regulation on us, although it
could seriously harm our business.

We face many uncertainties relating to our human clinical trial strategy and results. In order to obtain the regulatory
approvals that we need to commercialize any of our product candidates, we must demonstrate that each product candidate is safe and effective for use in humans for each target indication. Two of our
product candidates have reached Phase III human clinical trials, however results from the studies have not supported a regulatory filing. Several other product candidates are currently advancing into
Phase II human clinical trials. We may not be able to demonstrate that any of our product candidates will be safe or effective in advanced trials that involve larger numbers of patients. Clinical
trials are subject to oversight by institutional review boards and the FDA and:



must
be conducted in conformance with the FDA's good laboratory practice regulations;



must
meet requirements for institutional review board oversight;



must
meet requirements for informed consent;



must
meet requirements for good clinical practices;



are
subject to continuing FDA oversight; and



may
require large numbers of test subjects.

Our
product development programs have in the past been and may in the future be curtailed, redirected or eliminated at any time for some or all of the following reasons:



unanticipated,
adverse or ambiguous results;



undesirable
side effects which delay or extend the trials;



our
inability to locate, recruit and qualify a sufficient number of patients for our trials;



regulatory
delays or other regulatory actions;



difficulties
in manufacturing sufficient quantities of the particular product candidate or any other components needed for our pre-clinical
testing or clinical trials;



change
in the focus of our development efforts; and

14



reevaluation
of our clinical development strategy.

Accordingly,
our clinical trials may not proceed as anticipated or otherwise adequately support our applications for regulatory approval.

We
face an inherent risk of clinical trial liability claims in the event that the use or misuse of our product candidates results in personal injury or death. Our clinical liability
insurance coverage may not be sufficient to cover claims that may be made against us. Any claims against us, regardless of their merit, could severely harm our financial condition, strain our
management and other resources or adversely impact or destroy the prospects for commercialization of the product which is the subject of any such claim.

We may be unable to protect our patents and proprietary rights. Our future success will depend to a significant extent on our
ability to:



obtain
and keep patent protection for our products and technologies on an international basis;



enforce
our patents to prevent others from using our inventions;



maintain
and prevent others from using our trade secrets; and



operate
and commercialize products without infringing on the patents or proprietary rights of others.

We
cannot assure you that our patent rights will afford any competitive advantages, and these rights may be challenged or circumvented by third parties. Further, patents may not be
issued on any of our pending patent applications in the U.S. or abroad. Because of the extensive time required for development, testing and regulatory review of a potential product, it is possible
that before a potential product can be commercialized, any related patent may expire, or remain in existence for only a short period following commercialization, reducing or eliminating any advantage
of the patent.

If
we sue others for infringing our patents, a court may determine that such patents are invalid or unenforceable. Even if the validity of our patent rights is upheld by a court, a court
may not prevent the alleged infringement of our patent rights on the grounds that such activity is not covered by our patent claims.

In
addition, third parties may sue us for infringing their patents. In the event of a successful claim of infringement against us, we may be required to:



pay
substantial damages;



stop
using our technologies and methods;



stop
certain research and development efforts;



develop
non-infringing products or methods; and



obtain
one or more licenses from third parties.

If
required, we cannot assure you that we will be able to obtain such licenses on acceptable terms, or at all. If we are sued for infringement, we could encounter substantial delays in
development, manufacture and commercialization of our product candidates. Any litigation, whether to enforce our patent rights or to defend against allegations that we infringe third party rights,
will be costly, time consuming, and may distract management from other important tasks.

As
is commonplace in the biotechnology and pharmaceutical industry, we employ individuals who were previously employed at other biotechnology or pharmaceutical companies, including our
competitors or potential competitors. To the extent our employees are involved in research areas which are similar to those areas in which they were involved at their former employers, we may be
subject to claims that such employees and/or we have inadvertently or otherwise used or disclosed the alleged trade secrets or other proprietary information of the former employers. Litigation may be
necessary to

15

defend against such claims, which could result in substantial costs and be a distraction to management and which may have a material adverse effect on us, even if we are successful in defending such
claims.

We
also rely in our business on trade secrets, know-how and other proprietary information. We seek to protect this information, in part, through the use of confidentiality
agreements with employees, consultants, advisors and others. Nonetheless, we cannot assure you that those agreements will provide adequate protection for our trade secrets, know-how or
other proprietary information and prevent their unauthorized use or disclosure. To the extent that consultants, key employees or other third parties apply technological information independently
developed by them or by others to our proposed products, disputes may arise as to the proprietary rights to such information, which may not be resolved in our favor. Most of our consultants are
employed by, or have consulting agreements with, third parties and any inventions discovered by such individuals generally will not become our property. There is a risk that other parties may breach
confidentiality agreements or that our trade secrets may become known or independently discovered by competitors, which could adversely affect us.

We face intense competition. Competition in the pharmaceutical and biotechnology industries is intense. We face, and will
continue to face, competition from numerous companies that currently market, or are developing, products for the treatment of the diseases and disorders we have targeted. Many of these entities have
significantly greater research and development capabilities, experience in obtaining regulatory approvals and manufacturing, marketing, financial and managerial resources than we have. We also compete
with universities and other research institutions in the development of products, technologies and processes, as well as the recruitment of highly qualified personnel. Our competitors may succeed in
developing technologies or products that are more effective than the ones we have under development or that render our proposed products or technologies noncompetitive or obsolete. In addition,
certain of such competitors may achieve product commercialization or patent protection earlier than us. Please see "Competition Section" for additional details.

We are dependent upon our key collaborative relationships and license and sponsored research agreements. As a company with
limited resources, we rely significantly on the resources of third parties to conduct research and development and complete the regulatory approval process on our behalf. For example, our ability to
ultimately derive revenues from iloperidone is almost entirely dependent upon Novartis or a new corporate partner conducting the Phase III trials and completing the regulatory approval process and
implementing the marketing program necessary to commercialize iloperidone if the product is approved by the FDA. We are similarly dependent upon Schering, our collaborator for the development and
commercialization of Spheramine. Beyond our contractual rights, we cannot control the amount or timing of resources that any existing or future corporate partner devotes to product development and
commercialization efforts for our product candidates. In addition, we also receive substantial government funding for our cancer immunotherapeutic programs. We cannot assure you that we will continue
to receive such governmental funding. If such funds are no longer available, some of our current and future development efforts may be delayed or terminated. We depend on our ability to maintain
existing collaborative relationships, to develop new collaborative relationships with third parties and to acquire or in-license additional products and technologies for the development of
new product candidates. We cannot assure you that we will be able to maintain or develop new collaborative relationships, or that any such third-party products or technology will be available on
acceptable terms, if at all.

Conflicts
with our collaborators and strategic partners could have an adverse impact on our relationships with them and impair our ability to enter into future collaborations, either of
which could seriously harm our business. Our collaborators have, and may, to the extent permitted by our agreements, develop competing products, preclude us from entering into collaborations with
their competitors or terminate their agreements with us prematurely. Moreover, disagreements could arise with our collaborators or strategic partners over rights to our intellectual property and our
rights to share in any of the future revenues from products or technologies resulting from use of our

16

technologies, or our activities in separate fields may conflict with other business plans of our collaborators.

We must meet payment and other obligations under our license and sponsored research agreement. Our license agreements
relating to the in-licensing of technology generally require the payment of up-front license fees and royalties based on sales with minimum annual royalties, the use of due
diligence in developing and bringing products to market, the achievement of funding milestones and, in
some cases, the grant of stock to the licensor. Our sponsored research agreements generally require periodic payments on an annual or quarterly basis. Our failure to meet financial or other
obligations under license or sponsored research agreements in a timely manner could result in the loss of our rights to proprietary technology or our right to have the applicable university or
institution conduct research and development efforts.

We may be dependent upon third parties to manufacture and market any products we successfully develop. We currently do not
have the resources or capacity to commercially manufacture or directly market any of our proposed products. Collaborative arrangements may be pursued regarding the manufacture and marketing of any
products that may be successfully developed. We may be unable to enter into additional collaborative arrangements to manufacture or market any proposed products or, in lieu thereof, establish our own
manufacturing operations or sales force.

Healthcare reform and restrictions on reimbursements may limit our financial returns. Our ability or the ability of our
collaborators to commercialize drug products, if any, may depend in part on the extent to which government health administration authorities, private health insurers and other organizations will
reimburse consumers for the cost of these products. These third parties are increasingly challenging both the need for and the price of new drug products. Significant uncertainty exists as to the
reimbursement status of newly approved therapeutics. Adequate third party reimbursement may not be available for our own or our collaborator's drug products to enable us or them to maintain price
levels sufficient to realize an appropriate return on their and our investments in research and product development. We cannot predict the effect that changes in the healthcare system may have on our
business and these changes adversely affect our business.

We may encounter difficulties managing our growth, which could adversely affect our results of operations. Our success will
depend on our ability to expand and manage our growth. We may not be able to manage our growth, to meet the staffing requirements of additional collaborative relationships or successfully assimilate
and train new employees. If we continue to grow, our existing management skills and systems may not be adequate and we may not be able to manage any additional growth effectively. If we fail to
achieve any of these goals, there could be a material adverse effect on our business, financial condition or results of operations.

We may not be able to retain our key management and scientific personnel. As a company with a limited number of personnel, we
are highly dependent on the services of Dr. Louis R. Bucalo, our Chairman, President and Chief Executive Officer, Dr. Frank Valone, Executive Vice President of Clinical Development and
Regulatory Affairs, as well as the other principal members of our management and scientific staff. The loss of one or more of such individuals could substantially impair ongoing research and
development programs and could hinder our ability to obtain corporate partners. Our success depends in large part upon our ability to attract and retain highly qualified personnel. We compete in our
hiring efforts with other pharmaceutical and biotechnology companies, as well as universities and nonprofit research organizations, and we may have to pay higher salaries to attract and retain
personnel.

We may need additional financing. At December 31, 2002, we had approximately $73.5 million of cash, cash
equivalents, and marketable securities that we believe will enable us to fund our operations through 2005. We may need to seek additional financing to continue our product development activities, and
will be required to obtain substantial funding to commercialize any products other than

17

Spheramine that we may successfully develop. We do not have any funding commitments or arrangements. If we are unable to generate adequate revenues, enter into a corporate collaboration, complete a
debt or equity offering, or otherwise obtain sufficient financing when and if needed, we may be required to reduce, defer or discontinue one or more of our product development programs.

Future sales of our common stock in the public market could adversely impact our stock price. Future sales of our common
stock by existing stockholders pursuant to Rule 144 under the Securities Act, pursuant to an effective registration statement or otherwise, could have an adverse effect on the price of our
securities.

Our stock price has been and will likely continue to be volatile. Our stock price has experienced substantial fluctuations
and could continue to fluctuate significantly due to a number of factors, including:



variations
in our anticipated or actual operating results;



sales
of substantial amounts of our stock;



announcements
about us or about our competitors, including introductions of new products;



litigation
and other developments relating to our patents or other proprietary rights or those of our competitors;

In
addition, the stock markets in general, and the American Stock Exchange and the market for pharmaceutical and biotechnological companies in particular, have experienced extreme price
and volume fluctuations recently. These fluctuations often have been unrelated or disproportionate to the operating performance of these companies. These broad market and industry factors may
adversely affect the market price of our common stock, regardless of our actual operating performance.

In
the past, companies that have experienced volatility in the market prices of their stock have been the object of securities class action litigation. If we were the object of
securities class action litigation, it could result in substantial costs and a diversion of management's attention and resources.

Item 2. Properties

We have a five-year operating lease, expiring in June 2007, for approximately 22,595 square feet of office space in South San Francisco,
California. We also have a five-year lease, expiring in October 2003, for approximately 4,200 square feet of office and laboratory space in Somerville, New Jersey.

Our common stock trades on the American Stock Exchange under the symbol TTP. The table below sets forth the high and low sales prices of our common stock as
reported by the American Stock Exchange for the periods indicated.

High

Low

Fiscal Year Ended December 31, 2002:

First Quarter

$

9.810

$

5.600

Second Quarter

$

7.000

$

3.100

Third Quarter

$

4.170

$

1.350

Fourth Quarter

$

2.860

$

1.200

Fiscal Year Ended December 31, 2001:

First Quarter

$

39.650

$

14.500

Second Quarter

$

38.000

$

18.200

Third Quarter

$

30.350

$

5.950

Fourth Quarter

$

10.490

$

5.250

(b) Approximate Number of Equity Security Holders

The number of record holders of our common stock as of March 24, 2003 was approximately 166. Based on the last ADP search, we believe there are in excess
of 12,000 beneficial holders of our common stock.

(c) Dividends

We have never paid a cash dividend on our common stock and anticipate that for the foreseeable future any earnings will be retained for use in our business and,
accordingly, do not anticipate the payment of cash dividends.

19

Item 6. Selected Financial Data

The selected financial data presented below summarizes certain financial data which has been derived from and should be read in conjunction with our consolidated
financial statements and footnotes thereto included in the section beginning on page F-1. See also "Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations."

Year Ended December 31,

2002

2001

2000

1999

1998

(in thousands, except per share data)

Statement of Operations Data:

Total revenue(1)

$

2,892

$

4,572

$

1,880

$

337

$



Operating expenses:

Research and development

29,819

23,339

16,744

9,429

7,813

Acquired in-process research and development(2)





4,969

136



General and administrative

5,076

5,383

4,070

2,794

3,708

Other income, net

3,821

6,686

5,115

726

907

Net (loss) income

$

(28,182

)

$

(17,464

)

$

(18,788

)

$

(11,296

)

$

(10,614

)

Basic net (loss) income per share

$

(1.02

)

$

(0.63

)

$

(0.73

)

$

(0.70

)

$

(0.81

)

Diluted net (loss) income per share

$

(1.02

)

$

(0.63

)

$

(0.73

)

$

(0.70

)

$

(0.81

)

Shares used in computing:

Basic net (loss) income per share

27,642

27,595

25,591

16,112

13,109

Diluted net (loss) income per share

27,642

27,595

25,591

16,112

13,109

(1)

Revenues
for 2001 include $2.5 million license fee payment from Novartis for the development and commercialization of iloperidone in Japan.

(2)

Acquired
in-process research and development reflects the acquisition of GeoMed in 2000, and the acquisition of a minority interest in Theracell in 1999.

As of December 31,

2002

2001

2000

1999

1998

(in thousands)

Balance Sheet Data:

Cash, cash equivalents, and marketable securities

$

73,450

$

105,051

$

117,523

$

46,454

$

11,655

Working capital

70,702

100,193

115,386

45,128

10,215

Total assets

75,926

107,132

118,442

47,362

12,228

Total stockholders' equity

70,740

100,127

114,738

44,302

9,406

20

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with the Consolidated Financial Statements and Notes thereto beginning on page F-1 in
this report.

The
following discussion contains certain forward-looking statements, within the meaning of the "safe harbor" provisions of the Private Securities Reform Act of 1995, the attainment of
which involves various risks and uncertainties. Forward-looking statements may be identified by the use of forward-looking terminology such as "may," "will," "expect," "believe," "estimate," "plan,"
"anticipate," "continue," or similar terms, variations of those terms or the negative of those terms. Our actual results may differ materially from those described in these forward-looking statements
due to, among other factors, the results of ongoing research and development activities and pre-clinical testing, the results of clinical trials and the availability of additional
financing through corporate partnering arrangements or otherwise.

We are a biopharmaceutical company developing proprietary therapeutics for the treatment of central nervous system disorders, cancer, and other serious and life
threatening diseases. Our product development programs focus on large pharmaceutical markets with significant unmet medical needs and commercial potential.

We
currently have eight products under development, with our internal resources focused primarily on clinical development of the following products:



Spheramine:
for the treatment of late stage Parkinson's disease.



Pivanex:
for the treatment of non-small cell lung cancer.



Gallium
maltolate: for the treatment of several cancers and bone related disease associated with cancer.



Probuphine:
for the treatment of opiate addiction.

We
are directly developing our product candidates and also utilizing strategic partnerships, including a collaboration with Schering AG (Schering), as well as collaborations with
Novartis Pharma AG (Novartis), and with several government-sponsored clinical cooperative groups. These collaborations help fund product development and enable us to retain significant economic
interest in our products.

Following
the announcement of clinical study results last year, discussed previously herein, we are continuing to evaluate opportunities for the continued development of iloperidone for
the treatment of schizophrenia, and the monoclonal antibodiesCeaVac, TriAb, and TriGemfor the treatment of various cancers. These programs are focused on externally funded
collaborations for further support and development. In addition, Spheramine development is primarily funded by our corporate partner for Spheramine, Schering AG.

21

The
following table provides summary status of our products in development:

For additional information on these product development programs, see Item 1(c) "Narrative Description of Business" section.

Our
products are at various stages of development and may not be successfully developed or commercialized. We do not currently have any products being sold on the commercial market. Our
proposed products will require significant further capital expenditures, development, testing, and regulatory clearances prior to commercialization. We may experience unanticipated problems relating
to product development and cannot predict whether we will successfully develop and commercialize any products. An estimation of product completion dates and completion costs can vary significantly for
each product and are difficult to predict. Various statutes and regulations also influence our product development progress and the success of obtaining approval is highly uncertain. For a full
discussion of risks and uncertainties in our product development, see "Risk FactorsOur products are at various stages of development and may not be successfully developed or
commercialized."

Critical Accounting Policies and the Use of Estimates

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates
and assumptions that affect the amounts reported in our financial statements and accompanying notes. Actual results could differ materially from those estimates. We believe the following accounting
policies and estimates for the year ended December 31, 2002, to be critical:



Revenue
associated with performance milestones, considered "at risk" until the milestones are completed, is recognized based on the achievement of the
milestones, as defined in the respective agreements. Advance payments received prior to the achievement of milestones are classified as deferred revenue until earned. We recognized a
$2.0 million milestone payment from Schering AG following Schering's decision in the first quarter 2002 to initiate larger, randomized clinical testing of Spheramine for the treatment of
patients with late-stage

22

Parkinson's
disease upon the successful completion of Titan's Phase I/II clinical study of Spheramine. We had no further obligations to perform under the agreement relating to this milestone and
therefore recognized the milestone as revenue.



We
have elected to continue to follow Accounting Principles Board Opinion No. 25 (or APB 25), "Accounting for Stock Issued to
Employees," to account for employee stock options because the alternative fair value method of accounting prescribed by Statement of Financial Accounting Standards
No. 123 (or SFAS 123), "Accounting for Stock-Based Compensation," requires the use of option valuation models that were not developed for
use in valuing employee stock options. Under APB 25, no compensation expense is recognized when the exercise price of our employee stock options equals the market price of the underlying stock on the
date of grant. Had we elected to follow SFAS 123 and to apply the fair value method to stock-based employee compensation, we would have recorded an
additional $8.2 million in net loss, or an additional $0.30 of net loss per share for the year ended December 31, 2002.

Results of Operations

Comparison of Years Ended December 31, 2002 and 2001

Revenues in 2002 were $2.9 million compared to $4.6 million for 2001, a decrease of $1.7 million. The 2002 revenue included a
one-time $2 million milestone payment from Schering AG following successful completion of the Phase I/II study and Schering's decision to initiate randomized clinical testing of
Spheramine for the treatment of patients with late-stage Parkinson's disease (See Note 7 to the Consolidated Financial Statements beginning on page F-1 in this report).
The 2001 revenue included a one-time license fee payment of $2.5 million received from Novartis for the development and commercialization of iloperidone in Japan, and an SBIR grant
received from the National Institutes of Health in support of the development of Spheramine.

Research
and development expenses for 2002 were $29.8 million compared to $23.3 million for 2001, an increase of $6.5 million. The increase in research and
development was primarily associated with the completion of the randomized, placebo-controlled Phase III clinical study of CeaVac in Dukes' D colorectal cancer and our other expanded clinical programs
in cancer, specifically the Phase II studies with Pivanex and the Phase I/II study with gallium maltolate. Research and development expenses are expected to decrease approximately 25% annually due to
the fact that a larger portion of the clinical studies conducted by the Company will be funded by third parties, including Schering AG, the Company's corporate partner for the development of
Spheramine, and the National Cancer Institute, which is funding various clinical studies of CeaVac, TriAb, and TriGem in cancer.

General
and administrative expenses for 2002 were $5.1 million compared to $5.4 million for 2001, a decrease of $300,000. The decrease was primarily due to lower stock
option related non-cash compensation expenses. We expect G&A costs to remain approximately the same in the future.

Other
income, net, for 2002 was $3.8 million compared to $6.7 million for 2001, a decrease of $2.9 million. The decrease, primarily in interest income, was a result
of declining interest rates and our smaller average cash and marketable securities position.

As
a result of the foregoing, we had a net loss of $28.2 million in 2002 compared to a net loss of $17.5 million in 2001.

None
of our products have been commercialized, and we do not expect to generate any revenue from product sales or royalties in the foreseeable future. We will also continue to identify
new technologies and/or product candidates for possible in-licensing or acquisition. Accordingly, we expect to incur operating losses for the foreseeable future. We cannot assure you that
we will ever achieve profitable operations.

23

Comparison of Years Ended December 31, 2001 and 2000

Revenues in 2001 were $4.6 million compared to $1.9 million for 2000, an increase of $2.7 million. The increase in revenue was primarily due
to a $2.5 million license fee payment from Novartis for the development and commercialization of iloperidone in Japan, and higher SBIR grant revenues from the National Institutes of Health in
support of the development of Spheramine, our novel treatment for Parkinson's disease. See Note 6 to the Consolidated Financial Statements beginning on page F-1 in this report.

Research
and development expenses for 2001 were $23.3 million compared to $16.7 million for 2000, an increase of $6.6 million. The planned increase in research and
development is associated with our expanded clinical programs in cancer, specifically the ongoing randomized, placebo-controlled Phase III clinical study of CeaVac in Dukes D colorectal cancer, Phase
II studies with Pivanex, Phase I/II study with Spheramine and Phase I/II study with gallium maltolate.

General
and administrative expenses for 2001 were $5.4 million compared to $4.1 million for 2000, an increase of $1.3 million. The increase, consisting primarily of
salaries and employment-related costs, was in support of our expanded clinical and pre-clinical operations and certain stock option related non-cash compensation charges.

Other
income, net, for 2001 was $6.7 million compared to $5.1 million for 2000, an increase of $1.6 million. The increase, primarily in interest income, was a result
of our significantly larger average cash and marketable securities position.

As
a result of the foregoing, we had a net loss of $17.5 million in 2001 compared to a net loss of $18.8 million in 2000.

Liquidity and Capital Resources

2002

2001

2000

(in thousands)

As of December 31:

Cash, cash equivalents and marketable securities

$

73,450

$

105,051

$

117,523

Working capital

70,702

100,193

115,386

Current ratio

19:1

18:1

48:1

Year Ended December 31:

Cash used in operating activities

(29,291

)

(13,739

)

(13,163

)

Cash provided by (used in) investing activities

30,678

(1,710

)

(96,906

)

Cash provided by (used in) financing activities

(4

)

921

83,915

We
have funded our operations since inception primarily through sales of our securities, as well as proceeds from warrant and option exercises, corporate licensing and collaborative
agreements, and government sponsored research grants.

In
November 2000, we completed a private placement of 1.2 million shares of our common stock for net proceeds of approximately $40.9 million, after deducting fees
and commissions and other expenses of the offering.

In
March 2000, we completed a private placement of 1.2 million shares of our common stock for net proceeds of approximately $38.8 million, after deducting fees and
commissions and other expenses of the offering.

Uses
of cash in operating activities were primarily to fund product development programs and administrative expenses. We have entered into various agreements with research institutions,
universities, and other entities for the performance of research and development activities and for the acquisition of licenses related to those activities. Certain of the licenses require us to pay
royalties on

24

future product sales, if any. In addition, in order to maintain license and other rights while products are under development, we must comply with customary licensee obligations, including the
payment of patent related costs and meeting project-funding milestones.

The
following table sets forth the aggregate contractual cash obligations as of December 31, 2002 (in thousands):

Payments Due by Period

Contractual obligations

Total

<1 year

2-3 years

4-5 years

5 years+

Operating leases

$

3,498

$

812

$

1,593

$

1,093



Sponsored research & license agreements

$

2,146

$

601

$

618

$

618

$

309

Total contractual cash obligations

$

5,644

$

1,413

$

2,211

$

1,711

$

309

We
expect to continue to incur substantial additional operating losses from costs related to continuation and expansion of product and technology development, clinical trials, and
administrative activities. We believe that we currently have sufficient working capital to sustain our planned operations through 2005.

Off Balance Sheet Arrangements

Titan has never entered into any off-balance sheet financing arrangements and has never established any special purpose entities. We have not
guaranteed any debt or commitments of other entities or entered into any options on non-financial assets.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Our portfolio of marketable securities creates an exposure to interest rate risk. We adhere to an investment policy that requires us to limit amounts invested in
securities based on maturity, type of instrument, investment grade and issuer. We satisfy liquidity requirements by investing excess cash in securities with different maturities to match projected
cash needs and limit concentration of credit risk by diversifying our investments among a variety of high credit-quality issuers. A hypothetical 100 basis point decrease in interest rates would result
in an approximate $712K decrease in cash flow over the subsequent year. We do not use derivative financial instruments in our investment portfolio.

The
following table summarizes principal amounts and related weighted-average interest rates by year of maturity on our interest-bearing investment portfolio at December 31, 2002
(in thousands, except interest rate):

Face Value

Cash equivalents and marketable securities:

Estimated
Fair Value

2003

2004

2005

2006

2007

Total

Variable rate securities

$

6,579









$

6,579

$

6,579

Average interest rate

1.260

%









1.260

%

Fixed rate securities

$

50,581

$

14,000







$

64,581

$

66,295

Average interest rate

5.246

%

3.459

%







4.859

%

Item 8. Consolidated Financial Statements and Supplementary Data.

The response to this item is included in a separate section of this Report. See "Index to Consolidated Financial Statements" on Page F-1.

Item 9. Changes and Disagreements with Accountants on Accounting and Financial Disclosure.

Not applicable.

25

PART III

Item 10. Directors and Executive Officers of Registrant.

The following table sets forth the names, ages and positions of our executive officers and directors.

Name

Age

Position

Louis R. Bucalo, M.D.(1)

44

Chairman, President and Chief Executive Officer

Sunil Bhonsle

53

Executive Vice President and Chief Operating Officer

Richard C. Allen, Ph.D.

60

Executive Vice President, Cell Therapy

Robert E. Farrell

53

Executive Vice President and Chief Financial Officer

Frank H.Valone, M.D.

53

Executive Vice President, Clinical Development and Regulatory Affairs

Victor Bauer, Ph.D.

67

Executive Director, Corporate Development and Director

Ernst-Günter Afting, M.D., Ph.D.

60

Director

Eurelio M. Cavalier(1)(3)

70

Director

Michael K. Hsu(2)

53

Director

Hubert Huckel, M.D.(1)(2)(3)

71

Director

M. David MacFarlane, Ph.D.

62

Director

Ley S. Smith(1)(2)

68

Director

Konrad M. Weis, Ph.D.(1)(3)

74

Director

(1)

Member
of Executive Committee

(2)

Member
of Audit Committee

(3)

Member
of Compensation Committee

Louis
R. Bucalo, M.D. is the founder of Titan and has served as our President and Chief Executive Officer since January 1993. Dr. Bucalo has served as a director of Titan
since March 1993 and was elected Chairman of the Board of Directors in January 2000. From July 1990 to April 1992, Dr. Bucalo was Associate Director of Clinical
Research at Genentech, Inc., a biotechnology company. Dr. Bucalo holds an M.D. from Stanford University and a B.A. in biochemistry from Harvard University.

Sunil
Bhonsle has served as our Executive Vice President and Chief Operating Officer since September 1995. Mr. Bhonsle served in various positions, including Vice President
and General Manager-Plasma Supply and Manager-Inventory and Technical Planning, at Bayer Corporation from July 1975 until April 1995. Mr. Bhonsle holds an M.B.A. from the
University of California at Berkeley and a B.Tech. in chemical engineering from the Indian Institute of Technology.

Richard
C. Allen, Ph.D., has served as our Executive Vice President, Cell Therapy, since August 1995. From January 1995 until it was merged into Titan in March 1999,
he also served as President and Chief Executive Officer of Theracell, Inc. From June 1991 until December 1994, Dr. Allen was Vice President and General Manager of the
Neuroscience Strategic Business Unit of Hoechst-Roussel Pharmaceuticals, Inc. Dr. Allen holds a Ph.D. in medicinal chemistry and a B.S. in pharmacy from the Medical College of Virginia.

Robert
E. Farrell has served as our Executive Vice President and Chief Financial Officer since September 1996. Mr. Farrell was employed by Fresenius USA, Inc. from
1991 until August 1996 where he served in various capacities, including Vice President Administration, Chief Financial Officer and

26

General Counsel. His last position was Corporate Group Vice President. Mr. Farrell holds a B.A. from the University of Notre Dame and a J.D. from Hastings College of Law, University of
California.

Frank
H. Valone, M.D. has served as our Executive Vice President of Clinical Development and Regulatory Affairs since March 2002. From 1994 to 2002, Dr. Valone was the
Chief Medical Officer at Dendreon Corporation, Seattle, WA. From 1991 to 1996, Dr. Valone held various positions at the Dartmouth-Hitchcock Medical Center and Norris Cotton Cancer Center
including Professor of Medicine. From 1982 to 1991, Dr. Valone held faculty positions at the University of California, San Francisco, including Associate Professor of Medicine.
Dr. Valone received a B.A. from Hamilton College and an M.D. from Harvard Medical School. His post-doctoral training was at the Brigham and Womens Hospital in Internal Medicine,
Allergy and Rheumatology and at the Dana-Farber Cancer Center in Medical Oncology.

Victor
J. Bauer, Ph.D., has served on our Board of Directors since November 1997. He joined Titan in February 1997 and currently serves as our Executive Director of
Corporate Development. From April 1996 until its merger into Titan, Dr. Bauer also served as a director and Chairman of Theracell. From December 1992 until February 1997,
Dr. Bauer was a self-employed consultant to companies in the pharmaceutical and biotechnology industries. Prior to that time, Dr. Bauer was with Hoechst-Roussel
Pharmaceuticals Inc., where he served as President from 1988 through 1992.

Ernst-Günter
Afting, M.D., Ph.D., has served on our Board of Directors since May 1996. He has served as the President of the GSF-National Center for
Environment and Health, a government research center in Germany, since 1995. From 1984 until 1995, Dr. Afting was employed in various capacities by the Hoechst Group, serving as Divisional Head
of the Pharmaceuticals Division of the Hoechst Group from 1991 to 1993 and as President and Chief Executive Officer of Roussel Uclaf (a majority stockholder of Hoechst AG) in Paris from 1993 until
1995. He currently serves on the Board of Directors of Sequenom, Inc.

Eurelio
M. Cavalier has served on our Board of Directors since September 1998. He was employed in various capacities by Eli Lilly & Co. from 1958 until his retirement in
1994, serving as Vice President
Sales from 1976 to 1982 and Group Vice President U.S. Pharmaceutical Business Unit from 1982 to 1993. Mr. Cavalier currently serves on the Board of Directors of ProSolv, Inc.

Michael
K. Hsu has served on our Board of Directors since March 1993. He is currently a General Partner of EndPoint Merchant Group, a merchant bank specializing in making
investments into the healthcare and life science industries. Mr. Hsu has served as Director-Corporate Finance of National Securities Corp. from November 1995 through April 1998,
and from November 1994 through October 1995 served with Coleman & Company Securities in the same capacity. Mr. Hsu previously held various executive positions with
Steinberg and Lyman Health Care Company, Ventana Venture Growth Fund and Asian Pacific Venture Group (Thailand).

Hubert
Huckel, M.D. has served on our Board of Directors since October 1995. He served in various positions with The Hoechst Group from 1964 until his retirement in
December 1992. At the time of his retirement, Dr. Huckel was Chairman of the Board of Hoechst-Roussel Pharmaceuticals, Inc., Chairman and President of Hoechst-Roussel
Agri-Vet Company and a member of the Executive Committee of Hoechst Celanese Corporation. He currently serves on the Board of Directors of Thermogenesis, Corp. and Amarin Pharmaceuticals,
plc and is a member of their compensation committees.

M.
David MacFarlane, Ph.D., has served on the Board of Directors since May 2002. From 1989 until his retirement in August 1999, Dr. MacFarlane served as Vice
President and Responsible Head of Regulatory Affairs of Genentech, Inc. Prior to joining Genentech, Inc., he served in various positions with Glaxo Inc., last as Vice President of
Regulatory Affairs.

27

Ley
S. Smith has served on our Board of Directors since July 2000. He served in various positions with The Upjohn Company and Pharmacia & Upjohn from 1958 until his
retirement in November 1997. From 1991 to 1993 he served as Vice Chairman of the Board of The Upjohn Company, and from 1993 to 1995 he was President and Chief Operating Officer of The Upjohn
Company. At the time of his retirement, Mr. Smith was Executive Vice President of Pharmacia & Upjohn, and President of Pharmacia & Upjohn's U.S. Pharma Product Center. He
currently serves on the Board of Directors of M.D.S. Proteomics Inc.

Konrad
M. Weis, Ph.D., has served on our Board of Directors since March 1993. He is the former President, Chief Executive Officer and Honorary Chairman of Bayer Corporation.
Dr. Weis serves as a director of PNC Equity Management Company, Michael Baker Corporation, Visible Genetics, Inc. and Demegen, Inc.

Directors
serve until the next annual meeting or until their successors are elected and qualified. Officers serve at the discretion of the Board of Directors, subject to rights, if any,
under contracts of employment. See "Item 11. Executive Compensation-Employment Agreements."

Director Compensation

Directors are entitled to receive a fee for each meeting attended and stock options pursuant to our stockholder-approved stock option plans. During 2002, each
director serving on the Board received a biennial option grant to purchase 15,000 shares of our common stock at an exercise price of $1.71. In addition, each director serving on a committee of the
Board received an annual option grant to purchase 5,000 shares of our common stock at an exercise price of $1.71 per committee membership. Upon being elected director in May 2002, Dr. M.
David MacFarlane received an option grant to purchase 10,000 shares of our common stock at an exercise price of $5.77. In addition to having their out-of-pocket expenses
reimbursed, non-employee directors received $2,500 for each Board of Directors meeting attended in 2002. Directors are not precluded from serving us in any other capacity and receiving
compensation therefore.

We
are a party to a consulting agreement with Dr. Ernst-Günter Afting pursuant to which he receives fees of $7,000 annually.

Board Committees and Designated Directors

The Board of Directors has an Executive Committee, a Compensation Committee and an Audit Committee.

The
Executive Committee exercises all the power and authority of the Board of Directors in the management of the Company between Board meetings, to the extent permitted by law. The
Compensation Committee makes recommendations to the Board concerning salaries and incentive compensation for our officers and employees and administers our stock option plans. The Audit Committee
oversees the Company's financial reporting process on behalf of the Board of Directors.

The
Board of Directors met six times during the last fiscal year and also took action by unanimous written consent. The Executive Committee met twice and also took action by unanimous
written consent. The Compensation Committee met one time and also took action by unanimous written consent. The Audit Committee met five times and also took action by unanimous written consent. Each
of our current directors attended at least 75% of the aggregate of (i) the meetings of the Board of Directors and (ii) meetings of any Committees of the Board on which such person served
which were held during the time such person served.

28

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers, directors and persons who beneficially own more than 10%
of a registered class of our equity securities to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our common stock and other equity
securities. Such executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such
reporting persons.

Based
solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that all filing requirements applicable to our executive
officers, directors and greater than 10% beneficial owners were complied with.

Item 11. Executive Compensation.

The following summary compensation table sets forth the aggregate compensation awarded to, earned by, or paid to the Chief Executive Officer and to executive
officers whose annual compensation exceeded $100,000 for the fiscal year ended December 31, 2002 (collectively, the "named executive officers") for services during the fiscal years ended
December 31, 2002, 2001, and 2000:

Dr. Wallace
left the company and ceased to be an officer in August 2001.

(3)

The
amount disclosed for Mr. Farrell represents accrued vacation payment made in 2002.

29

Option Grants in Last Fiscal Year

The following table contains information concerning the stock option grants made to the named executive officers during the fiscal year ended December 31,
2002. No stock appreciation rights were granted to these individuals during such year.

The
exercise price may be paid in cash, in shares of common stock valued at the fair market value on the exercise date or through a cashless exercise procedure involving a
same-day sale of the purchase shares.

Aggregate Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values

The following table sets forth information concerning option exercises and option holdings for the fiscal year ended December 31, 2002 with respect to the
named executive officers. No stock appreciation rights were exercised during such year or were outstanding at the end of that year.

Number of Securities
Underlying Unexercised
Options at FY-End

Value of Unexercised
in-the-Money Options
at FY-End(1)

Name

Shares
Acquired on
Exercise

Value
Realized

Exercisable

Unexercisable

Exercisable

Unexercisable

Louis R. Bucalo





1,417,256

145,918

$

105,841.05

$

0.00

Sunil Bhonsle





569,905

68,000

$

0.00

$

0.00

Richard C. Allen





472,142

62,542

$

39,215.43

$

0.00

Robert E. Farrell





233,302

13,750

$

0.00

$

0.00

Frank H. Valone







180,000

$

0.00

$

0.00

(1)

Based
on the fair market value of our common stock at year-end, $1.43 per share, less the exercise price payable for such shares.

Compensation Committee Interlocks and Insider Participation

Members of our Compensation Committee of the Board of Directors were Dr. Ernst-Günter Afting, Dr. Hubert E. Huckel and
Dr. Konrad M. Weis. Mr. Eurelio M. Cavalier replaced Dr. Afting effective September 5, 2002. No member of our Compensation Committee was, or has been, an officer or
employee of Titan or any of our subsidiaries.

No
member of the Compensation Committee has a relationship that would constitute an interlocking relationship with Executive Officers or Directors of the Company or another entity.

30

Employment Agreements

We are a party to an employment agreement with Dr. Bucalo expiring in February 2004 that provides for a base annual salary of $210,000, subject to
annual increases of 5% and bonuses of up to 25% at the discretion of the Board of Directors. In the event of the termination of the agreement with Dr. Bucalo, other than for reasons specified
therein, we are obligated to make severance payments equal to his base annual salary for the greater of the balance of the term of the agreement or 18 months.

Employment
agreements with each of Dr. Allen, Mr. Bhonsle and Mr. Farrell provide for a base annual salary of $185,000 subject to automatic annual increases based on
increases in the consumer price index, and bonuses of up to 20% at the discretion of the Board of Directors. An employment agreement with Dr. Valone provides for a base annual salary of
$275,000 subject to automatic annual increases based on increases in the consumer price index, and bonuses of up to 20% at the discretion of the Board of Directors. In the event the employee's
employment is terminated other than for "good cause" (as defined in each employment agreement), we are obligated to make severance payments equal to the base annual salary for six months. All of the
agreements contain confidentiality provisions.

The following table sets forth, as of March 24, 2003, certain information concerning the beneficial ownership of our common stock by (i) each
stockholder known by us to own beneficially five percent or more of our outstanding common stock; (ii) each director; (iii) each executive officer; and (iv) all of our executive
officers and directors as a group, and their percentage ownership and voting power.

In
computing the number of shares beneficially owned by a person and the percentage ownership of a person, shares of our common stock subject to options
held by that person that are currently exercisable or exercisable within 60 days are deemed outstanding. Such shares, however, are not deemed outstanding for purposes of computing the
percentage ownership of each other person. Except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and
investment power with respect to all shares of common stock.

(3)

Includes
1,472,651 shares issuable upon exercise of outstanding options.

(4)

Includes
44,249 shares issuable upon exercise of outstanding options.

(5)

Includes
498,014 shares issuable upon exercise of outstanding options.

(6)

Includes
178,246 shares issuable upon exercise of outstanding options.

(7)

Includes
598,944 shares issuable upon exercise of outstanding options.

(8)

Includes
59,062 shares issuable upon exercise of outstanding options.

(9)

Includes
240,591 shares issuable upon exercise of outstanding options.

(10)

Includes
40,312 shares issuable upon exercise of outstanding options.

(11)

Includes
(i) 72,687 shares issuable upon exercise of outstanding options, (ii) 49,900 shares held by a family partnership for which
Dr. Huckel serves as general partner, and (iii) 3,000 shares held by his wife.

(12)

Includes
12,812 shares issuable upon exercise of outstanding options.

(13)

Includes
53,437 shares issuable upon exercise of outstanding options.

(14)

Includes
50,224 shares issuable upon exercise of outstanding options.

(15)

Includes
88,366 shares issuable upon exercise of outstanding options.

(16)

Derived
from a Schedule 13G/A filed by Kevin Douglas and The Douglas Family Trust as of December 31, 2002.

(17)

Derived
from a Schedule 13G filed by Morgan Stanley Capital Services, Inc. on February 18, 2003.

(18)

Derived
from a Schedule 13G filed by Lotsoff Capital Management on February 12, 2003.

32

Equity Compensation Plan Information

The following table sets forth aggregate information regarding our equity compensation plans in effect as of December 31, 2002:

Plan category

Number of securities
to be issued upon
exercise of
outstanding options
(a)

Weighted-average
exercise price of
outstanding
options
(b)

Number of securities
remaining available for
future issuance under
equity compensation plans
(c)

Equity compensation plans approved by security holders

3,816,786

$

11.56

1,783,291

Equity compensation plans not approved by security holders(1)(2)

2,373,233

$

7.64

189,767

Total

6,190,019

$

10.05

1,973,058

(1)

In
August 2002, we amended our 2001 Employee Non-Qualified Stock Option Plan. Pursuant to this amendment, a total of 1,750,000 shares of common stock were reserved
and authorized for issuance for option grants to employees and consultants who are not officers or directors of Titan.

(2)

In
November 1999 and in connection with the warrant call, we granted 813,000 non-qualified stock options outside of our stock option plans to our executive
officers, at an exercise price of $12.69, vesting equally over 36 months from the date of grant.

Item 13. Certain Relationships and Related Transactions.

In February 2001, we loaned Robert E. Farrell, our Executive Vice President and Chief Financial Officer, approximately $373,000 to finance certain federal
and state income tax liabilities incurred by Mr. Farrell in connection with his exercise of stock options. The loan was due and payable on August 7, 2002 and as of December 31,
2002, the principal balance was paid in full.

In
December 2001, we entered into agreements with certain of our officers and directors pursuant to which those officers and directors rescinded stock options that were previously
granted and exercised. Robert E. Farrell, our Executive Vice President and Chief Financial Officer, rescinded 63,294 options that he exercised on a "cashless" basis. As a result, Mr. Farrell
returned 27,515 shares of our common stock to us. Eurelio M. Cavalier, a director, rescinded 20,000 previously exercised options. He returned 20,000 shares of our common stock to us and received
$61,580 in return of his exercise price. Dr. Hubert Huckel, a director, rescinded 5,000 previously exercised options. Dr. Huckel returned 5,000 shares of our common stock to us and
received $45,315 in return of his exercise price. All of the above options which were reinstated as a result of the rescissions were immediately cancelled.

Item 14. Controls and Procedures

Based on the evaluation by Titan under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of Titan's disclosure controls and procedures pursuant to Rule 13a-14 of the Securities and Exchange Act of 1934, as
amended (the Exchange Act), as of a date within 90 days of the filing date of this quarterly report, our Chief Executive Officer and Chief Financial Officer have concluded that the disclosure
controls and procedures are effective in ensuring that information required to be disclosed by Titan in the reports we file or submit under the Exchange Act is recorded, processed, summarized and
reported within the time period specified by the Securities and Exchange Commission's rules and forms.

Subsequent
to the date of their evaluation, there were no significant changes in Titan's internal controls or in other factors that could significantly affect these controls nor were any
corrective actions required with regard to significant deficiencies and material weaknesses.

All financial statement schedules are omitted because they are not applicable, not required under the instructions or all the information required is set forth in
the financial statements or notes thereto.

3. Exhibits

3.1



Restated Certificate of Incorporation of the Registrant(1)

3.2



Form of Amendment to Restated Certificate of Incorporation of the Registrant(1)

3.3



By-laws of the Registrant(1)

4.7



Certificate of Designation of Series C Preferred Stock(6)

10.1



1993 Stock Option Plan(1)

10.2



1995 Stock Option Plan, as amended(2)

10.3



Employment Agreement between the Registrant and Louis Bucalo dated February 1, 1993, amended as of February 3, 1994(1)

Confidential
treatment has been granted with respect to portions of this exhibit.

(1)

Incorporated
by reference from the Registrant's Registration Statement on Form SB-2 (File No. 33-99386).

(2)

Incorporated
by reference from the Registrant's Definitive Proxy Statement filed on September 3, 1996.

(3)

Incorporated
by reference from the Registrant's Registration Statement on Form SB-2 (File No. 333-13469) filed on
October 4, 1996, amended on November 25, 1996.

(4)

Incorporated
by reference from the Registrant's Annual Report on Form 10-KSB for the year ended December 31, 1996.

(5)

Incorporated
by reference from the Registrant's Registration Statement on Form S-3 (File No. 333-42367) filed on
December 16, 1997.

(6)

Incorporated
by reference from the Registrant's Annual Report on Form 10-K for the year ended December 31, 1997.

(7)

Incorporated
by reference from the Registrant's Definitive Proxy Statement filed on July 28, 2000.

(8)

Incorporated
by reference from the Registrant's Annual Report on Form 10-K for the year ended December 31, 1999.

(9)

Incorporated
by reference from the Registrant's Quarterly Report on Form 10-Q for the period ended September 30, 2000.

(10)

Incorporated
by reference from the Registrant's Annual Report on Form 10-K for the year ended December 31, 2001.

(b) Reports on Form 8-K

We filed a current report on Form 8-K with the Securities and Exchange Commission on December 11, 2002 to announce the results of a
Phase III, randomized, placebo-controlled study of our monoclonal antibody CeaVac in patients with metastatic colorectal cancer.

35

TITAN PHARMACEUTICALS, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Page

Report of Ernst & Young LLP, Independent Auditors

F-2

Consolidated Balance Sheets

F-3

Consolidated Statements of Operations

F-4

Consolidated Statement of Stockholders' Equity

F-5

Consolidated Statements of Cash Flows

F-6

Notes to Consolidated Financial Statements

F-7

F-1

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

The
Board of Directors and Stockholders
Titan Pharmaceuticals, Inc.

We
have audited the accompanying consolidated balance sheets of Titan Pharmaceuticals, Inc. as of December 31, 2002 and 2001, and the related consolidated statements of
operations, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2002. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial statements based on our audits.

We
conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In
our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Titan
Pharmaceuticals, Inc. at December 31, 2002 and 2001, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31,
2002, in conformity with accounting principles generally accepted in the United States.

We are a biopharmaceutical company developing proprietary therapeutics for the treatment of central nervous system disorders, cancer, and other serious and life
threatening diseases. Our product development programs focus on large pharmaceutical markets with significant unmet medical needs and commercial potential. We conduct a small portion of our operations
through two subsidiaries: Ingenex, Inc. and ProNeura, Inc. At December 31, 2002, we owned 81% of Ingenex, assuming the conversion of all preferred stock to common stock, and 79%
of ProNeura. In the third quarter of 2000 and in connection with the acquisition of worldwide rights to gallium maltolate, a novel and proprietary agent for the potential treatment of cancer and other
conditions, we acquired GeoMed, Inc., a privately held California corporation (See Note 8). We operate in one business segment, the development of pharmaceutical products.

Basis of Presentation and Consolidation

The accompanying consolidated financial statements include the accounts of Titan and our wholly and majority owned subsidiaries. All significant intercompany
balances and transactions are eliminated. Certain prior year balances have been reclassified to conform to the current year presentation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Stock Option Plans

We have elected to continue to follow Accounting Principles Board Opinion No. 25 (or APB 25), "Accounting for Stock Issued to
Employees," to account for employee stock options because the alternative fair value method of accounting prescribed by Statement of Financial Accounting Standards
No. 123 (or SFAS 123), "Accounting for Stock-Based Compensation," requires the use of option valuation models that were not developed for
use in valuing employee stock options. Under APB 25, no compensation expense is recognized when the exercise price of our employee stock options equals the market price of the underlying stock on the
date of grant. The following table illustrates the effect on our net loss and net loss per share if Titan had applied the fair value recognition provisions of SFAS 123 to stock-based employee
compensation.

Our cash and investment policy emphasizes liquidity and preservation of principal over other portfolio considerations. We select investments that maximize
interest income to the extent possible given these two constraints. We satisfy liquidity requirements by investing excess cash in securities with different maturities to match projected cash needs and
limit concentration of credit risk by diversifying our investments among a variety of high credit-quality issuers and limit the amount of credit exposure to any one issuer. The estimated fair values
have been determined using available market information and commonly used valuation methodologies. We do not use derivative financial instruments in our investment portfolio.

All
investments with original maturities of three months or less are considered to be cash equivalents. Our marketable securities, consisting primarily of high-grade debt
securities including money market funds, U.S. government and corporate notes and bonds, and commercial paper, are classified as available-for-sale at time of purchase and
carried at fair value. If the fair value of a security is below its amortized cost for six consecutive months or if its decline is due to a significant adverse event, the impairment is considered to
be other-than-temporary. Other-than-temporary declines in fair value of our marketable securities are charged against interest income. We recognized
expenses of approximately $9,000 in 2002, and none in 2001 and 2000 as a result of charges related to other-than-temporary declines in the fair values of certain of our
marketable securities. Amortization of premiums and discounts, and realized gains and losses are included as interest income. Unrealized gains and losses are included as accumulated other
comprehensive income, a separate component of stockholders' equity. Cost of securities sold is based on specific identification method.

Property and Equipment

Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets ranging from
three to five years. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the assets.

Investment in Other Companies

We have invested in equity instruments of privately held companies for business and strategic purposes. These investments are classified as long-term
assets and are accounted for under the cost method as we do not have the ability to exercise significant influence over their operations. We monitor our investments for impairment and record
reductions in carrying value when events or changes in circumstances indicate that the carrying value may not be recoverable. Determination of impairment is based on a number of factors, including an
assessment of the strength of investee's management, the length of time and extent to which the fair value has been less than our cost basis, the financial condition and near-term
prospects of the investee, fundamental changes to the business prospects of the investee, share prices of subsequent offerings, and our intent and ability to hold the investment for a period of time
sufficient to allow for any anticipated recovery in our carrying value.

In
July 2001, we made a $300,000 equity investment in Altagen Biosciences Inc. (formerly CSS Acquisition Corporation) for 300 shares of Series D Preferred stock,
representing 2.5% of total equity in the company. In December 2001, we made a $300,000 equity investment in Molecular Medicine LLC for 714,286 shares of Series A Preferred stock,
representing 13.6% of total equity in the company. These investments are intended to strengthen our relationships with companies that provide contracted services and resources that are important to
our operations. In June 2002, we recorded a $300,000 reduction in the carrying value of our investment in Altagen.

F-8

Revenue Recognition and Deferred Revenue

Contract revenue for research and development is recorded as earned based on the performance requirements of the contract. Non-refundable contract
fees or non-refundable upfront license fees for which no further performance obligations exist, and there is no continuing involvement by Titan, are recognized on the earlier of when the
payments are received or when collection is assured.

Revenue
associated with performance milestones, considered "at-risk" until the milestones are completed, is recognized based on the achievement of the milestones as defined
in the respective agreements. Advance payments received prior to the achievement of milestones are classified as deferred revenue until earned.

Government
grants, which support our research effort in specific projects, generally provide for reimbursement of approved costs as defined in the grant documents, and revenue is
recognized when subsidized project costs are incurred.

Sponsored Research and Development Costs

Research and development expenses include internal and external costs. Internal costs include salaries and employment related expenses, facility costs,
administrative expenses and allocations of corporate costs. External expenses consist of costs associated with outsourced clinical research organization activities, sponsored research studies, product
registration, patent application and prosecution, and investigator sponsored trials. All such costs are charged to expense as incurred.

Net Loss Per Share

We calculate basic net loss per share using the weighted average common shares outstanding for the period. Diluted net income per share would include the impact
of other dilutive equity instruments, primarily our preferred stock, options and warrants. For the years ended December 31, 2002, 2001 and 2000, outstanding preferred stock, options and
warrants totaled 6.4 million, 4.4 million and 3.9 million shares, respectively. We reported net losses for all years presented and, therefore, preferred stock, options and
warrants were excluded from the calculation of diluted net loss per share as they were anti-dilutive.

Comprehensive Income

Comprehensive income is comprised of net loss and other comprehensive income. The only component of other comprehensive income is unrealized gains and losses on
our marketable securities. Comprehensive loss for the years ended December 31, 2002, 2001 and 2000 was $29.7 million, $16.3 million, and $18.1 million, respectively.
Comprehensive loss has been disclosed in the Statement of Stockholders' Equity for all periods presented.

Recent Accounting Pronouncements

In June 2002, the Financial Accounting Standards Board (or FASB) issued SFAS 146, "Accounting for Costs Associated with Exit
or Disposal Activities," which addresses accounting for restructuring,
discontinued operation, plant closing, or other exit or disposal activity. SFAS 146 requires companies to recognize costs associated with exit or disposal activities when they are incurred
rather than at the date of a commitment to an exit or disposal plan. SFAS 146 is to be applied prospectively to exit or disposal activities initiated after December 31, 2002. The
adoption of SFAS 146 is not expected to have a material impact on our financial position and results of operations.

F-9

In
November 2002, the FASB issued Interpretation No. 45 (or FIN 45), "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others." FIN 45 elaborates on the existing disclosure requirements for most guarantees, including residual value guarantees issued in
conjunction with operating lease agreements. The disclosure requirements are effective for financial statements of interim or annual periods ending after December 15, 2002. The adoption of FIN
45 is not expected to have a material impact on our financial position and results of operations.

In
December 2002, the FASB issued Statement No. 148 (or SFAS 148), "Accounting for Stock-Based CompensationTransition and
Disclosure." SFAS 148 amends SFAS 123 "Accounting for Stock-Based Compensation" to provide alternative methods of
transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS 148 amends the disclosure requirements of SFAS 123
to require more prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported
results. The additional disclosure requirements of SFAS 148 are effective for fiscal years ending after December 15, 2002. We have elected to continue to follow the intrinsic value
method of accounting as prescribed by APB 25 to account for employee stock options. We satisfied the disclosure requirement under SFAS 148 earlier in this Note 1 under caption "Stock
Option Plans."

2. Available-For-Sale Securities

The following is a summary of our available-for-sale securities at December 31 (in thousands):

2002

2001

Amortized
Cost

Unrealized
Gain/(loss)

Fair Value

Amortized
Cost

Unrealized
Gain/(loss)

Fair Value

Money market funds

$

6,579

$



$

6,579

$

5,478

$



$

5,478

Securities of the U.S. government and its agencies

40,064

241

40,305

60,785

1,380

62,165

Corporate notes and bonds

18,571

123

18,694

36,603

511

37,114

Commercial paper

7,288

8

7,296







$

72,502

$

372

$

72,874

$

102,866

$

1,891

$

104,757

Classified as:

Cash equivalents

$

6,579

$

5,478

Marketable Securities

66,295

99,279

$

72,874

$

104,757

The
estimated fair value of available-for-sale securities at December 31, 2002 was $72.9 million, with $58.5 million maturing within
1 year and $14.4 million maturing between 1 to 2 years.

Gross
realized gains on sales of marketable securities were $116,000 for the year ended December 31, 2002. Gross realized gains for the year ended December 2001 were
$149,000, and immaterial for the year ended December 31, 2000.

F-10

3. Property and Equipment

Property and equipment consisted of the following at December 31 (in thousands):

2002

2001

Furniture and office equipment

$

525

$

290

Leasehold improvements

318

229

Laboratory equipment

365

363

Computer equipment

728

380

1,936

1,262

Less accumulated depreciation and amortization

(957

)

(687

)

Property and equipment, net

$

979

$

575

Depreciation
and amortization expense was $374,000, $272,000, and $196,000 for the years ended December 31, 2002, 2001, and 2000, respectively.

4. Sponsored Research and License Agreements

We have entered into various agreements with research institutions, universities, and other entities for the performance of research and development activities
and for the acquisition of licenses related to those activities. Expenses under these agreements totaled $1.3 million, $1.6 million, and $1.5 million in the years ended
December 31, 2002, 2001, and 2000, respectively.

At
December 31, 2002, the annual aggregate commitments we have under these agreements, including minimum license payments, are as follows (in thousands):

2003

$

601

2004

309

2005

309

2006

309

2007

309

$

1,837

After
2007, we must make annual payments aggregating $309,000 per year to maintain certain licenses. Certain licenses provide for the payment of royalties by us on future product sales,
if any. In addition, in order to maintain these licenses and other rights during product development, we must comply with various conditions including the payment of patent related costs and obtaining
additional equity investments.

5. Agreement with Aventis SA

In 1997, we entered into an exclusive license agreement with Aventis SA (formerly Hoechst Marion Roussel, Inc.). The agreement gave us a worldwide license
to the patent rights and know-how related to the antipsychotic agent iloperidone, including the ability to develop, use, sublicense, manufacture and sell products and processes claimed in
the patent rights. We are required to make additional benchmark payments as specific milestones are met. Upon commercialization of the product, the license agreement provides that we will pay
royalties based on net sales.

F-11

6. Iloperidone Sublicense to Novartis Pharma AG

We entered into an agreement with Novartis in 1997 pursuant to which we granted Novartis a sublicense for the worldwide (with the exception of Japan) development,
manufacturing and marketing of iloperidone. In April 2001, we entered into an amendment to the agreement for the development and commercialization of iloperidone in Japan. Under the amendment,
in exchange for rights to iloperidone in Japan, Titan received a $2.5 million license fee in May 2001. Novartis will make our milestone payments to Aventis during the life of the
Novartis agreement, and will also pay to Aventis and Titan a royalty on future net sales of the product, providing Titan with a net royalty of 8% on the first $200 million of sales annually and
10% on all sales above $200 million on an annual basis. Novartis has assumed the responsibility for all clinical development, registration, manufacturing and marketing of iloperidone, and we
have no remaining obligations under the terms of this agreement, except for maintaining certain usual and customary requirements, such as confidentiality covenants.

7. Licensing and Collaborative Agreement with Schering AG

In January 2000, we entered into a licensing and collaborative agreement with Schering, under which we will collaborate with Schering on manufacturing and
clinical development of our cell therapy product, Spheramine®, for the treatment of Parkinson's disease. Under the agreement, we will perform clinical development activities for which we
will receive funding. As of December 31, 2002, we recognized $2.8 million under this agreement to date. In February 2002, we announced that we received a $2.0 million
milestone payment from Schering. The milestone payment followed Schering's decision in the first quarter 2002 to initiate larger, randomized clinical testing of Spheramine for the treatment of
patients with late-stage Parkinson's disease following the successful completion of Titan's Phase I/II clinical study of Spheramine. As a result, Titan recognized $2.0 million in
contract revenue in the first quarter of 2002. Schering will fully fund, and manage in collaboration with us, all future pilot and pivotal clinical studies, and manufacturing and development
activities. We are entitled to certain payments upon the achievement of specific milestones.

8. Acquisition of a Novel and Proprietary Agent

In July 2000, we announced the acquisition of a worldwide, royalty-bearing, exclusive license to a novel and proprietary agent, gallium maltolate, for a
potential treatment of cancer and bone related disease. We obtained these rights through the acquisition of GeoMed, Inc., a privately held California corporation. Under this license agreement,
we are required to make an annual license payment to Dr. Lawrence Bernstein, technology inventor, of $50,000, as well as royalty payments based on net sales of products and processes
incorporating the licensed technology. We completed the acquisition in August 2000 by assuming $1.4 million of GeoMed's liabilities and issuing an aggregate of 94,000 shares of Titan
common stock valued at approximately $3.6 million using the fair market value of our common stock at the date of the agreement in accordance with generally accepted accounting principles. The
entire purchase price of approximately $5.0 million was charged to acquired in-process research and development as the acquired technology was in an early stage of development that,
as of the acquisition date, had not achieved technological feasibility and no alternative use existed.

9. Lease Commitments

We lease facilities under operating leases that expire at various dates through June 2006. We also lease certain office equipment under operating and
capital leases that expire at various dates through January 2006. Rental expense was $765,000, $584,000, and $411,000 for years ended December 31, 2002, 2001, and 2000, respectively.

F-12

The
following is a schedule of future minimum lease payments at December 31, 2002 (in thousands):

2003

$

812

2004

779

2005

814

2006

754

2007

339

$

3,498

10. Stockholders' Equity

Preferred Stock

In connection with the merger of our Trilex Pharmaceuticals, Inc. subsidiary (Trilex) in 1997, we issued 222,400 shares of Series C convertible
preferred stock (the Series C Preferred) to certain members of the Trilex management team and to certain consultants of Trilex. The Series C Preferred automatically converts to Titan's
common stock, on a one-to-one basis, only if certain development milestones are achieved within certain timeframe. Upon achievement of the milestones, we would be required to
value the technology using the then fair market value of our common stock issuable upon conversion. Holders of Series C Preferred are not entitled to vote but entitled to receive dividends,
when, as and if declared by the board of directors ratably with any declaration or payment of any dividend on our common stock or other junior securities. The Series C Preferred has a
liquidation preference equal to $0.01 per share. No value was assigned to the Series C Preferred in the accompanying financial statements.

Common Stock

In March 2000, we completed a private placement of 1.2 million shares of our common stock for net proceeds of $38.8 million, after deducting
fees and commissions and other expenses of the offering.

In
November 2000, we completed a private placement of 1.2 million shares of our common stock for net proceeds of $40.9 million, after deducting fees and commissions
and other expenses of the offering.

Shares Reserved for Future Issuance

As of December 31, 2002, shares of common stock reserved by us for future issuance consisted of the following (shares in thousands):

Stock options

8,163

Preferred stock

222

8,385

11. Stock Option Plans

In July 2002, we adopted the 2002 Stock Option Plan (2002 Plan). The 2002 Plan assumed the options which remain available for grant under our option plans
previously approved by stockholders. Under the 2002 Plan and predecessor plans, a total of 6.4 million shares of our common stock were

F-13

authorized for issuance to employees, officers, directors, consultants, and advisers. Options granted under the 2002 Plan and predecessor plans may either be incentive stock options within the
meaning of Section 422 of the Internal Revenue Code and/or options that do not qualify as incentive stock options; however, only employees are eligible to receive incentive stock options.
Options granted under the option plans generally expire no later than ten years from the date of grant, except when the grantee is a 10% shareholder, in which case the maximum term is five years from
the date of grant. Options generally vest at the rate of one fourth after one year from the date of grant and the remainder ratably over the subsequent three years, although options with different
vesting terms are granted from time-to-time. The exercise price of any options granted under the 2002 Plan must be at least 100% of the fair market value of our common stock on
the date of grant, except when the grantee is a 10% shareholder, in which case the exercise price shall be at least 110% of the fair market value of our common stock on the date of grant.

Our
amended 1998 Option Plan provides for the automatic grant of non-qualified stock options to our directors who are not 10% stockholders (Eligible Directors). Each Eligible
Director will be granted an option to purchase 10,000 shares of common stock on the date that such person is first elected or appointed a director. Commencing on the day immediately following the
later of (i) the 2000 annual stockholders meeting, or (ii) the first annual meeting of stockholders after their election to the Board, each Eligible Director will receive an automatic
biennial (i.e. every two years) grant of an option to purchase 15,000 shares of common stock on the day immediately following the date of each annual stockholders meeting, as long as such director is
a member of the Board of Directors. In addition, each Eligible Director will receive an automatic annual grant of an option to purchase 5,000 shares of common stock on the day immediately following
the date of each annual stockholders meeting for each committee of the Board on which they serve.

In
August 2001, we adopted the 2001 Employee Non-Qualified Stock Option Plan (2001 NQ Plan) pursuant to which 1,750,000 shares of common stock were authorized for
issuance for option grants to employees and consultants who are not officers or directors of Titan. Options granted under the option plans generally expire no later than ten years from the date of
grant. Option vesting schedule and exercise price are determined at time of grant by the Board of Directors.

In
December 2001, Titan entered into agreements with certain officers and directors of the company to rescind stock options that were previously granted and exercised. These
agreements resulted in the rescission of 88,000 stock options that were exercised and, as a result, a total compensation charge of $149,000 was recorded in general and administrative expense and the
reinstated options were subsequently cancelled. A total of 53,000 shares of common stock were returned and retired from shares outstanding as of December 31, 2001, and $107,000 was refunded to
the individuals.

F-14

Activity
under our stock option plans, as well as non-plan activity are summarized below (shares in thousands):

Shares Available
For Grant

Number of
Options
Outstanding

Weighted Average
Exercise Price

Balance at December 31, 1999

377

3,304

$

6.82

Increase in shares reserved

1,500





Options granted

(748

)

748

$

36.20

Options exercised



(353

)

$

4.31

Options cancelled

28

(33

)

$

19.17

Balance at December 31, 2000

1,157

3,666

$

12.95

Increase in shares reserved

1,000





Options granted

(1,300

)

1,300

$

15.21

Options exercised



(404

)

$

3.26

Options cancelled

434

(434

)

$

26.35

Balance at December 31, 2001

1,291

4,128

$

13.20

Increase in shares reserved

2,750





Options granted

(2,200

)

2,200

$

4.44

Options exercised







Options cancelled

132

(138

)

$

15.31

Balance at December 31, 2002

1,973

6,190

$

10.05

Our
option plans allow for stock options issued as the result of a merger or consolidation of another entity, including the acquisition of minority interest of our subsidiaries, to be
added to the maximum number of shares provided for in the plan (Substitute Options). Consequently, Substitute Options are not returned to the shares reserved under the plan when cancelled. During
2002, 2001 and 2000, the number of Substitute Options cancelled were immaterial.

Options
for 2.6 million and 2.4 million shares were exercisable at December 31, 2001 and 2000, respectively. The options outstanding at December 31, 2002 have
been segregated into three ranges for additional disclosure as follows (option shares in thousands):

Options Outstanding

Options Exercisable

Range of Exercise Prices

Number
Outstanding

Weighted
Average
Remaining
Life (Years)

Weighted
Average
Exercise Price

Number
Exercisable

Weighted
Average
Exercise Price

$0.08 - $1.50

200

2.50

$

0.68

198

$

0.67

$1.51 - $4.99

1,654

8.66

$

2.41

620

$

3.15

$5.00 - $11.62

2,070

7.18

$

7.48

1,352

$

7.48

$11.63 - $46.50

2,266

7.69

$

18.81

1,727

$

18.58

$0.08 - $46.50

6,190

7.61

$

10.05

3,897

$

11.36

In
addition, Ingenex has a stock option plan under which options to purchase common stock of Ingenex have been and may be granted. No options had been granted under such plan since 1997.

We
have elected to continue to follow APB 25 in accounting for our stock options because the alternative fair value method of accounting prescribed by SFAS 123 requires the use of
option valuation

F-15

models that were not developed for use in valuing employee stock options. Under APB 25, no compensation expense is recognized when the exercise price of our stock options equals the market price of
the underlying stock on the date of grant.

Pro
forma net loss and net loss per share information required by SFAS 123 as amended by SFAS 148 has been determined as if we had accounted for our employee stock options
under the fair value method of SFAS 123. The fair value for these options was estimated at the date of grant using a Black-Scholes option pricing model with the following assumptions for 2002,
2001, and 2000: weighted-average volatility factor of 0.79, 0.86, and 0.90, respectively; no expected dividend payments; weighted-average risk-free interest rates in effect of 2.4%, 3.9%
and 5.0%, respectively; and a weighted-average expected life of 3.54, 2.99, and 3.69, respectively. For purposes of disclosure, the estimated fair value of options is amortized to expense over the
options' vesting period.

The
Black-Scholes option valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition,
option valuation models
require the input of highly subjective assumptions including the expected stock price volatility. Because our employee stock options have characteristics significantly different from those of traded
options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion, the existing models do not necessarily provide a reliable
single measure of the fair value of our employee stock options.

Based
upon the above methodology, the weighted-average fair value of options granted during the years ended December 31, 2002, 2001, and 2000 was $2.32, $8.44, and $23.56,
respectively. A tabular presentation of pro forma net loss and net loss per share information for all reporting periods is presented in Note 1.

12. Minority Interest

The $1.2 million received by Ingenex upon the issuance of its Series B convertible preferred stock has been classified as minority interest in the
consolidated balance sheet. As a result of the Series B preferred stockholders' liquidation preference, the balance has not been reduced by any portion of the losses of Ingenex.

Amounts
invested by outside investors in the common stock of the consolidated subsidiaries have been apportioned between minority interest and additional paid-in capital in
the consolidated balance sheets. Losses applicable to the minority interest holdings of the subsidiaries' common stock have been reduced to zero.

13. Related Parties Transactions

We make loans to our employees from time to time in order to attract and retain the best available talent and to encourage the highest level of performance. In
2002, 2001 and 2000, we provided certain relocation loans to employees in connection with employment. Also in February 2001, we provided a loan to a vice president officer in the principal
amount of $373,000 bearing interest at prime rate. The loan was due and payable on August 7, 2002 and as of December 31, 2002, the principal balance was paid in full.

14. Income Taxes

As of December 31, 2002, we had net operating loss carryforwards for federal income tax purposes of approximately $130.0 million that expire in the
years 2006 through 2022, and federal research and

F-16

development tax credits of approximately $1.4 million that expire in the years 2007 through 2022. We also had net operating loss carryforwards for state income tax purposes of approximately
$21.0 million that expire in the years 2004 through 2013.

Utilization
of our net operating loss may be subject to substantial annual limitation due to ownership change limitations provided by the Internal Revenue Code and similar state
provisions. Such an annual limitation could result in the expiration of the net operating loss carryforwards before utilization.

Deferred
income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used
for income tax purposes. Significant components of our deferred tax assets are as follows (in thousands):

December 31,

2002

2001

Deferred tax assets:

Net operating loss carryforwards

$

45,300

$

34,300

Research credit carryforwards

2,100

3,000

Capitalized research and development

4,300

3,400

Other, net

300

900

Total deferred tax assets

52,000

41,600

Deferred tax liabilities:

Unrealized gain on investments

(100

)

(800

)

Valuation allowance

(51,900

)

(40,800

)

Net deferred tax assets

$



$



Realization
of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Accordingly, the net deferred tax assets have been fully
offset by a valuation allowance. The valuation allowance increased by $11.1 million, $5.9 million, and $9.4 million during 2002, 2001, and 2000, respectively. The valuation
allowance at December 31, 2002 includes $3.7 million related to deferred tax assets arising from tax benefits associated with stock option plans. This benefit, when realized, will be
recorded as an increase to stockholders' equity.

15. Quarterly Financial Data (Unaudited)

First
Quarter

Second
Quarter

Third
Quarter

Fourth
Quarter

(in thousands, except per share amount)

2002

Total revenue

$

2,347

$

151

$

158

$

236

Net loss

$

(4,950

)

$

(7,032

)

$

(7,296

)

$

(8,904

)

Basic and diluted net loss per share

$

(0.18

)

$

(0.25

)

$

(0.26

)

$

(0.32

)

Cash, cash equivalents and marketable securities

$

96,013

$

89,616

$

81,449

$

73,450

2001

Total revenue

$

580

$

2,873

$

530

$

589

Net loss

$

(4,519

)

$

(1,834

)

$

(4,787

)

$

(6,324

)

Basic and diluted net loss per share

$

(0.16

)

$

(0.07

)

$

(0.17

)

$

(0.23

)

Cash, cash equivalents and marketable securities

$

114,421

$

113,122

$

108,913

$

105,051

F-17

SIGNATURES

Pursuant to the requirements of Section 13 of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

I
have reviewed this annual report on Form 10-K of Titan Pharmaceuticals, Inc.

2.

Based
on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.

Based
on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.

The
registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and have:

a)

designed
such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this annual report is being prepared;

b)

evaluated
the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation
Date"); and

c)

presented
in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

The
registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):

a)

all
significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial
data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b)

any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.

The
registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

I
have reviewed this annual report on Form 10-K of Titan Pharmaceuticals, Inc.

2.

Based
on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.

Based
on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.

The
registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and have:

a)

designed
such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this annual report is being prepared;

b)

evaluated
the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation
Date"); and

c)

presented
in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

The
registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):

a)

all
significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial
data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b)

any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.

The
registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.